Common use of Dividends, Distributions, Etc Clause in Contracts

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issues, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in Default. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by the parties) and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7.

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issues, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in Default. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by the parties) and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s 's prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s 's obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s 's compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s 's receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s 's custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7.

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issues, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in Default. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by the parties) and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s 's prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s 's obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s 's compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s 's receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “"Borrower Payment”") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“"Securities Distributions”") and (ii) Borrower, Borrower’s 's custodian or Lender (“"Payor”") shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“"Tax”"), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“"Lender Payment”") with respect to distributions on Collateral under Section 7.4 (“"Collateral Distributions”"), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7.

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesdividends, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, and (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions distribution made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower Borrower, on the relevant payment date thereforany such distribution is paid, in an amount equal to such cash distribution (subject to the provisions of Section 7.6)distribution, so long as Lender is not then in DefaultDefault (except if such Default resulted solely from an event described in Section 11.3 hereof) at the time of such payment. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver transfer the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash noncash Collateral the record or payment dates for which occur during the term of the Loan and which that are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered transferred to Lender. Any distributions of cash made on or in respect of such Collateral which that Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateralto Borrower by Lender, unless otherwise agreed) by Lender to Borrower, upon on the date of Lender’s receiptany such distribution is paid, in an amount equal to such cash distribution (subject to the provision of Section 7.6)distribution, so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Default (except if such Default resulted solely from an event described in Section 7.4 to 11.3 hereof) at the extent that, as a result time of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8payment. (a) If Unless otherwise agreed, if (i) Borrower is required to make a payment (a “Borrower Payment”"BORROWER PAYMENT") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and "SECURITIES DISTRIBUTIONS"), or (ii) BorrowerLender is required to make a payment (a "LENDER PAYMENT") with respect to cash distributions on Collateral under Section 7.3 ("COLLATERAL DISTRIBUTIONS"), Borrower’s custodian and (iii) Borrower or Lender Lender, as the case may be (“Payor”) "PAYOR"), shall be required by law to collect any withholding or other tax tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (“Tax”"TAX"), then Borrower Payor shall (subject to subsections (b) and (c) below), pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by the Lender for or Borrower, as the benefit of the Affected Accountcase may be ("PAYEE"), after payment of such Tax equals the net amount of the Securities Distribution or Collateral Distribution that would have been received by the Affected Account if such Securities Distribution or Collateral Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofPayee. (b) If Lender is required No additional amounts shall be payable to make a payment Payee under subsection (“Lender Payment”a) with respect above to distributions the extent that Tax would have been imposed on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the a Securities Distribution or Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by to the applicable issuer(s) to BorrowerPayee. (c) Each party No additional amounts shall supply be payable to a Payee under subsection (a) above to the other extent that such tax information as may be requested by Payee is entitled to an exemption from, or reduction in the other to enable it to effect the rate of, Tax on a Borrower Payment or Lender Payment subject to the provision of a certificate or other documentation, but has failed timely to provide such certificate or other documentation. 7.5 To the extent that, under the provisions of Sections 7.1 through 7.4, (a) a transfer of cash or other property by Borrower would give rise to a Margin Excess (as defined in Section 8.3 below) or (b) a transfer of cash or other property by Lender would give rise to a Margin Deficit (as defined in Section 8.2 below), Borrower or Lender (as the required amountcase may be) shall not be obligated to make such transfer of cash or other property in accordance with such Sections, computed but shall in lieu of such transfer immediately credit the amounts that would have been transferable under such Sections to the account of Lender or Borrower (as per the immediately preceding paragraphs of this Section 7case may be).

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesdividends, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, and (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower Borrower, on the relevant payment date thereforany such distribution is paid, in an amount equal to such cash distribution (subject to the provisions of Section 7.6)distribution, so long as Lender is not then in DefaultDefault at the time of such payment. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver transfer the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered transferred to Lender. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateralto Borrower by Lender, unless otherwise agreed) by Lender to Borrower, upon on the date of Lender’s receiptany such distribution is paid, in an amount equal to such cash distribution (subject to the provision of Section 7.6)distribution, so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to Default at the extent that, as a result time of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8payment. (a) If Unless otherwise agreed, if (i) Borrower is required to make a payment (a “"Borrower Payment”") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“"Securities Distributions”) and "), or (ii) BorrowerLender is required to make a payment (a "Lender Payment") with respect to cash distributions on Collateral under Section 7.3 ("Collateral Distributions"), Borrower’s custodian and (iii) Borrower or Lender Lender, as the case may be (“"Payor”) "), shall be required by law to collect any withholding or other tax tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (“"Tax”"), then Borrower Payor shall (subject to subsections (b) and (c) below), pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by the Lender for or Borrower, as the benefit of the Affected Accountcase may be ("Payee"), after payment of such Tax equals the net amount of the Securities Distribution or Collateral Distribution that would have been received by the Affected Account if such Securities Distribution or Collateral Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofPayee. (b) If Lender is required No additional amounts shall be payable to make a payment Payee under subsection (“Lender Payment”a) with respect above to distributions the extent that Tax would have been imposed on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the a Securities Distribution or Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by to the applicable issuer(s) to BorrowerPayee. (c) Each party No additional amounts shall supply be payable to a Payee under subsection (a) above to the other extent that such tax information as may be requested by Payee is entitled to an exemption from, or reduction in the other to enable it to effect the rate of, Tax on a Borrower Payment or Lender Payment subject to the provision of a certificate or other documentation, but has failed timely to provide such certificate or other documentation. (d) Each party hereto shall be deemed to represent that, as of the commencement of any Loan hereunder, no Tax would be imposed on any cash distribution paid to it with respect to (i) Loaned Securities subject to a Loan in which it is acting as Lender or (ii) Collateral for any Loan in which it is acting as Borrower, unless such party has given notice to the contrary to the other party hereto (which notice shall specify the rate at which such Tax would be imposed). Each party agrees to notify the other of any change that occurs during the term of a Loan in the required amountrate of any Tax that would be imposed on any such cash distributions payable to it. 7.5 To the extent that, computed under the provisions of Sections 7.1 through 7.4 (a) a transfer of cash or other property by Borrower would give rise to a Margin Excess (as per defined in Section 8.3 below) or (b) a transfer of cash or other property by Lender would give rise to a Margin Deficit (as defined in Section 8.2 below), Borrower or Lender (as the case may be) shall not be obligated to make such transfer of cash or other property in accordance with such Sections, but shall in lieu of such transfer immediately preceding paragraphs credit the amounts that would have been transferable under such Sections to the account of this Section 7Lender or Borrower (as the case may be).

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issues, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in Default. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by the parties) and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s 's obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s 's compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7.

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions Distributions made on or in respect of the Loaned Securities the record dates for which occur are during the term of the Loan (or during the record date for which occurs at a time following return term of possession of the Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) by Borrower and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to the Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issues, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions Distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) due and payable to Lender by Borrower on the relevant payment payable date therefor, in an amount equal to such cash distribution (subject to as provided for by the provisions of Section 7.6), issuer thereof so long as Lender is not then in DefaultDefault at the time of such receipt. Non-Borrower shall forthwith upon such date and without demand pay to Lender such cash distributions Distributions together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest is paid in full. Noncash Distributions received by Borrower on or in respect of the Loaned Securities shall be retained by the Borrower and added to the Loaned Securities (unless otherwise agreed on the payable date as provided for by the parties) issuer thereof and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions Distributions made on or in respect of non-cash Collateral noncash Collateral, the record or payment dates for which occur are during the term of the Loan or during the term of possession of such Collateral by Lender and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. . 7.4 Any distributions cash Distributions made on or in respect of such non-cash Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) due and payable by Lender to Borrower, Borrower forthwith upon the payable date of Lender’s receipt, in an amount equal to such cash distribution (subject to as provided for by the provision of Section 7.6), issuer thereof so long as Borrower is not in Default at that time. Lender shall forthwith upon such date and without demand pay to Borrower such cash Distributions together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest is paid in full. Non- cash Distributions received by Lender on or in respect of the Collateral shall be retained by the Lender and added to the Collateral on the payable date as provided for by the issuer thereof and shall be considered such for all purposes, except that if the Loan has then in Defaultbeen terminated, Lender shall forthwith deliver the same to Borrower. 7.5 For greater certainty, it is acknowledged that all Distributions made on or in respect of cash Collateral shall be for the account of Lender and shall not be required to take any action pursuant to Section 7.4 retained by Lender. 7.6 Borrower acknowledges and agrees that all voting rights, options, conversion privileges and other rights or benefits attaching to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral Loaned Securities accrue to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on as legal and beneficial owner of the Loaned Securities under Sections 7.1 and 7.2 (“as if the Loaned Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have had not been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, lent by Lender to Borrower; and Borrower shall exercise all such rights and privileges for and on behalf of Lender in accordance with the written instructions of Lender. Such written instructions of Lender must be actually received by Borrower at least five (5) business days prior to the final date for the taking of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is action required to make exercise such right or privilege, or, for other than voting rights, such lesser period of notice as the relevant regulatory authority may prescribe for the trading and settlement of securities in connection with the exercise of such right or privilege as if Lender were a payment (“Lender Payment”) with respect member who failed to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender receive. All such notices shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment given in the required amount, computed as per the immediately preceding paragraphs of this Section 7normal manner and in sufficient time to allow Borrower to act accordingly.

Dividends, Distributions, Etc. 7.1 Lender (a) In accordance with Paragraph 5 of the Agreement, Seller shall be entitled to receive an amount equal to all distributions made Income paid or distributed on or in respect of the Loaned Purchased Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are that is not otherwise received by LenderSeller, to the full extent it would be so entitled if the Loaned Purchased Securities had not been lent sold to BorrowerBuyer. The parties expressly acknowledge and agree, includingfor the avoidance of doubt, that such Income shall include, but is not limited to: (ai) all property (including cash dividends and all other distributions of cash or property), (bii) stock dividends and bonus issuesdividends, (ciii) securities Securities received as a result of split ups of the Loaned Purchased Securities and distributions in respect thereof, and (d) interest payments, (eiv) all rights to purchase additional securities, and Securities (fexcept to the extent that any amounts included in the foregoing clauses (i) payments upon maturity or other redemptionthrough (iv) would be deemed to be Purchased Securities under paragraph 2 of this Annex I). 7.2 Any cash distributions made (b) Cash Income paid or distributed on or in respect of the Loaned Purchased Securities, which Lender Seller is entitled to receive pursuant to Section 7.1subparagraph (a) of this paragraph, shall be paid by treated in accordance with Paragraph 5 of the transfer Agreement, as amended herein. Notwithstanding Paragraph 5 of cash (denominated in the currency of issue for the Loaned SecuritiesAgreement, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in Default. Nonnon-cash distributions Income received by Borrower Buyer shall be added to the Loaned Purchased Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such for all purposes, except that if subject to Buyer’s obligation to transfer Purchased Securities to Seller upon termination of the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender relevant Transaction in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each the terms of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to BorrowerAgreement. (c) Each party shall supply Notwithstanding paragraph 3(a) of this Annex I and subparagraphs (a) and (b) above, in the event that Seller fails to pay Buyer the Price Differential on the related Price Differential Payment Date and such failure is not remedied on or before the fifth calendar day following the related Price Differential Payment Date or, if such fifth calendar day is not a Business Day, the immediately succeeding Business Day, then Buyer may, without exercising its option to declare an Event of Default to have occurred under the Agreement, retain Income paid or distributed after such Price Differential Payment Date and apply it to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs amount of this Section 7any accrued but unpaid Price Differential and any interest thereon.

Dividends, Distributions, Etc. 7.1 Lender shall be If, while this Pledge Agreement is in effect, the Stockholder becomes entitled to receive all distributions or receives any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, or in exchange for, any shares of Pledged Stock or otherwise, the Stockholder agrees to accept the same as agent for the Lender, to hold the same in trust on behalf of and for the benefit of the Lender and to deliver the same forthwith to the Escrow Agent in the exact form received, with the endorsement of the Stockholder when necessary and/or appropriate undated stock or other powers duly executed in blank, to be held by the Escrow Agent, subject to the terms of the Escrow Agreement, as additional collateral security for the Obligations. Any sums paid on or in respect of the Pledged Stock on the liquidation or dissolution of the issuer thereof shall be paid over to the Escrow Agent, to be held by the Escrow Agent, subject to the terms and conditions of the Escrow Agreement, as additional collateral security for the Obligations; and if any cash dividends or any other distribution is made on or in respect of the Loaned Securities Pledged Stock or any property is distributed on or with respect to the record dates for which occur during Pledged Stock, the term cash or other property so distributed shall be delivered to the Escrow Agent, to be held by the Escrow Agent, subject to the terms and conditions of the Loan (Escrow Agreement, as additional collateral security for the Obligations. All sums of money and property so paid or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issues, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or distributed in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in Default. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by the parties) and shall be considered such for all purposes, except Pledged Stock that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been Stockholder shall, until paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value or delivered to the Affected Account (as notifiedEscrow Agent, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly be held by the applicable issuer(s) to BorrowerStockholder in trust as additional collateral security for the Obligations. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7.

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesdividends, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, and (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower Borrower, on the relevant payment date thereforany such distribution is paid, in an amount equal to such cash distribution (subject to the provisions of Section 7.6)distribution, so long as Lender is not then in DefaultDefault at the time of such payment. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver transfer the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered transferred to Lender. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateralto Borrower by Lender, unless otherwise agreed) by Lender to Borrower, upon on the date of Lender’s receiptany such distribution is paid, in an amount equal to such cash distribution (subject to the provision of Section 7.6)distribution, so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to Default at the extent that, as a result time of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8payment. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7.

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issues, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in Default. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by the parties) and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with LenderXxxxxx’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. BorrowerXxxxxxxx’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7.

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issues, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in Default. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by the parties) and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s 's prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s 's obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s 's compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s 's receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “"Borrower Payment”") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“"Securities Distributions”") and (ii) Borrower, Borrower’s 's custodian or Lender (“"Payor”") shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“"Tax”"), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“"Lender Payment”") with respect to distributions on Collateral under Section 7.4 (“"Collateral Distributions”"), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7.)

Dividends, Distributions, Etc. 7.1 (a) Lender shall be entitled to receive and retain all distributions made on or in with respect of to the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities loaned had not been lent to Borrower, including, but not limited to: without limitation, all cash (a“Cash Distributions”) all property (including cash dividends and all other distributions of cash or property)stock dividends, (b) stock dividends interest distributions, and bonus issues, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase or receive additional securities, and (f) payments upon maturity securities or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash property (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in Default. “Non-cash distributions received by Distributions”). Borrower shall be added pay to Lender within one U.S. Business Day of the Loaned Securities (unless otherwise agreed by payable date of a Cash Distribution the parties) and shall be considered amount of such for all purposesCash Distribution, except that if the Loan has terminated, whether or not Borrower shall forthwith deliver have received such payment from the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and reissuer of the Security. When a Non-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be cash Distribution is declared for the benefit of holders of a Security as of a specified date, pending the payable date Lender shall treat the declared Non-cash Distribution as Securities and Borrower shall be deemed deliver Collateral with respect to have been exercised for the benefit of declared Non-cash Distribution to Lender in accordance with Lender’s prior instructions paragraphs 2 and 4 hereof. If Lender shall agree, Borrower may continue after payable date to Borrower. treat a Non-cash Distribution as Securities loaned to Borrower will use its best efforts pursuant to seek instructions paragraph I. Any payment of cash from Borrower to Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan under this paragraph 6 shall be made after giving full effect as Lender shall instruct in the currency specified by Lender. Lender hereby waives the right to such instructions, irrespective of vote the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur Securities during the term of the Loan and which are not otherwise received by BorrowerLoan. For purpose of this paragraph 6, to the full extent it would be so entitled if term “payable date” shall have the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower meaning that is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) customary with respect to cash distributions securities traded on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary exchanges in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofSpecified Country. (b) If In the event that Borrower takes instructions from Lender relating to a mandatory or optional corporate action, Borrower must adhere to those instructions and cannot return the borrowed security during the period imposed by Lender. In the event that a return is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”)made without the approval of Lender, Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply will be liable for any losses, expenses or other costs related to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7corporate action.

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled enti- tled if the Loaned Securities had not been lent to Borrower, including, but not limited to: : (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesdividends, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, and (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower Borrower, on the relevant payment date thereforany such distribution is paid, in an amount equal to such cash distribution (subject to the provisions of Section 7.6)distri- bution, so long as Lender is not then in DefaultDefault at the time of such payment. Non-cash distributions distrib- utions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by on the parties) date of distrib- ution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver transfer the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-non- cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered transferred to Lender. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder here- under shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateralto Borrower by Lender, unless otherwise agreed) by Lender to Borrower, upon on the date of Lender’s receiptany such distribution is paid, in an amount equal to such cash distribution (subject to the provision of Section 7.6)distribution, so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to Default at the extent that, as a result time of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8payment. (a) If Unless otherwise agreed, if (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and ), or (ii) BorrowerLender is required to make a payment (a “Lender Payment”) with respect to cash distributions on Collateral under Section 7.3 (“Collateral Distributions”), Borrower’s custodian and (iii) Borrower or Lender Lender, as the case may be (“Payor”) ), shall be required by law to collect any withholding or other tax tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (“Tax”), then Borrower Payor shall (subject to subsections (b) and (c) below), pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by the Lender for or Borrower, as the benefit of the Affected Accountcase may be (“Payee”), after payment of such Tax equals the net amount of the Securities Distribution or Collateral Distribution that would have been received by the Affected Account if such Securities Distribution or Collateral Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofPayee. (b) If Lender is required No additional amounts shall be payable to make a payment Payee under subsection (“Lender Payment”a) with respect above to distributions the extent that Tax would have been imposed on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the a Securities Distribution or Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by to the applicable issuer(s) to BorrowerPayee. (c) Each party No additional amounts shall supply be payable to a Payee under subsection (a) above to the other extent that such tax information as may be requested by Payee is entitled to an exemption from, or reduction in the other to enable it to effect the rate of, Tax on a Borrower Payment or Lender Payment subject to the provision of a certifi- cate or other documentation, but has failed timely to provide such certificate or other documentation. (d) Each party hereto shall be deemed to represent that, as of the commencement of any Loan hereunder, no Tax would be imposed on any cash distribution paid to it with respect to (i) Loaned Securities subject to a Loan in which it is acting as Lender or (ii) Collateral for any Loan in which it is acting as Borrower, unless such party has given notice to the contrary to the other party hereto (which notice shall specify the rate at which such Tax would be imposed). Each party agrees to notify the other of any change that occurs during the term of a Loan in the required amountrate of any Tax that would be imposed on any such cash distributions payable to it. 7.5 To the extent that, computed under the provisions of Sections 7.1 through 7.4 (a) a transfer of cash or other property by Borrower would give rise to a Margin Excess (as per defined in Section 8.3 below) or (b) a transfer of cash or other property by Lender would give rise to a Margin Deficit (as defined in Section 8.2 below), Borrower or Lender (as the case may be) shall not be obligated to make such transfer of cash or other property in accordance with such Sections, but shall in lieu of such transfer immediately preceding paragraphs credit the amounts that would have been transferable under such Sections to the account of this Section 7Lender or Borrower (as the case may be).

Dividends, Distributions, Etc. 7.1 Lender (a) In accordance with Paragraph 5 of the Agreement (as amended herein) and paragraph 5 of Annex I, but subject to subparagraph (d) of this paragraph 16 of Annex I, Seller shall be entitled to receive an amount equal to all distributions made Income (including any return of capital in respect of the liquidation of the issuer thereof and any proceeds received upon the redemption of such Security by the issuer thereof) paid or distributed on or in respect of the Loaned Purchased Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are that is not otherwise received by LenderSeller, to the full extent it would be so entitled if the Loaned Purchased Securities had not been lent sold to BorrowerBuyer, includingexcept as provided in Paragraph 5 of the Agreement (as amended herein) and paragraph 5 of Annex I, with respect to Income paid as consideration for a redemption of the Purchased Securities. The parties expressly acknowledge and agree, for the avoidance of doubt, that Income shall include, but is not limited to: (ai) all property (including cash dividends and all other distributions of cash or property), (bii) stock dividends and bonus issuesdividends, (ciii) securities Securities received as a result of split ups of the Loaned Purchased Securities and distributions in respect thereof, and (d) interest payments, (eiv) all rights to purchase additional securities, and Securities (fexcept to the extent that any amounts included in the foregoing clauses (i) payments upon maturity or other redemptionthrough (iv) would be deemed to be Purchased Securities). 7.2 Any cash distributions made (b) Income paid or distributed on or in respect of the Loaned Purchased Securities, which Lender Seller is entitled to receive pursuant to Section 7.1subparagraph (a) of this paragraph, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in Default. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by the parties) and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender treated in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each Paragraph 5 of the foregoing at such time Agreement (as amended herein) and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination paragraph 5 of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent thatAnnex I, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 supplemented and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrowermodified herein. (c) Each party Any and all payments by Buyer to or for the account of Seller hereunder shall supply be made subject to deduction for any and all applicable future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of the Buyer, (i) income or franchise taxes imposed on (or measured by) its net income or net profits by the United States of America or by the jurisdiction (or any political subdivision of any such jurisdiction) under the laws of which Buyer is organized, in which its principal office (or other fixed place of business) is located or in which it is otherwise engaged in a trade or business as a result of transactions unrelated to the Transactions, (ii) any branch profits tax or any similar tax that is imposed on Buyer with respect to Buyer’s income or profits by any jurisdiction described in clause (i) above (all such non excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder being hereinafter referred to as “Non-Excluded Taxes”). Buyer shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. In the event that Buyer shall make a payment to or for the account of Seller that is subsequently determined to be subject to Non-Excluded Taxes, Seller shall promptly reimburse Buyer for the amount of such tax information Non-Excluded Taxes together with all costs and expenses associated therewith. (d) Notwithstanding anything to the contrary in Paragraph 5 of the Agreement (as may be requested by amended herein), paragraph 5 of Annex I or subparagraphs (a) (b) and (c) above, in the other event that Seller fails to enable pay Buyer the Price Differential on the related Price Differential Payment Date and such failure is not remedied on or before the third Business Day following such Price Differential Payment Date, then Buyer may, without exercising its option to declare an Event of Default to have occurred under the Agreement and only for as long as such failure is continuing, retain Income paid or distributed after such Price Differential Payment Date and apply it to effect the Borrower Payment or Lender Payment amount of any accrued but unpaid Price Differential and, in the required amounteach case, computed as per the immediately preceding paragraphs of this Section 7any interest thereon.

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesdividends, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, and (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, any such distribution is paid in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in Default. Default at the time of such payment Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver transfer the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered transferred to Lender. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateralto Borrower by Lender, unless otherwise agreed) by Lender to Borrower, upon on the date of Lender’s receiptany such distribution is paid, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to Default at the extent that, as a result time of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8payment. (a) If Unless otherwise agreed, if (i) Borrower is required to make a payment (a “"Borrower Payment”") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“"Securities Distributions”) and "), or (ii) BorrowerLender is required to make a payment (a "Lender Payment") with respect to cash distributions on Collateral under Section 7.3 ("Collateral Distributions"), Borrower’s custodian and (iii) Borrower or Lender Lender, as the case may be (“"Payor”) "), shall be required by law to collect any withholding or other tax tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (“"Tax”"), then Borrower Payor shall (subject to subsections (b) and (c) below), pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by the Lender for or Borrower, as the benefit of the Affected Accountcase may be ("Payee"), after payment of such Tax equals the net amount of the Securities Distribution or Collateral Distribution that would have been received by the Affected Account if such Securities Distribution or Collateral Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofPayee. (b) If Lender is required No additional amounts shall be payable to make a payment Payee under subsection (“Lender Payment”a) with respect above to distributions the extent that Tax would have been imposed on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the a Securities Distribution or Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by to the applicable issuer(s) to BorrowerPayee. (c) Each party No additional amounts shall supply be payable to a Payee under subsection (a) above to the other extent that such tax information as may be requested by payee is entitled to an exemption from, or reduction in the other to enable it to effect the rate of Tax on a Borrower Payment or Lender Payment subject to the provision of a certificate or other documentation, but has failed timely to provide such certificate or other documentation. (d) Each party hereto shall be deemed to represent that, as of the commencement of any Loan hereunder, no Tax would be imposed on any cash distribution paid to it with respect to (i) Loaned Securities subject to a Loan in which it is acting as Lender or (ii) Collateral for any Loan in which it is acting as Borrower, unless such party has given notice to the contrary to the other party hereto (which notice shall specify the rate at which Tax would be imposed). Each party agrees to notify the other of any change that occurs during the term of a Loan in the required amountrate of any Tax that would be imposed on any such cash distributions payable to it. 7.5 To the extent that, computed under the provisions of Section 7.1 through 7.4 (a) a transfer of cash or other property by Borrower would give rise to a Margin Excess (as per defined in Section 8.3 below) or (b) a transfer of cash or other property by Lender would give rise to a Margin Deficit (as defined in Section 8.2 below), Borrower or Lender (as the case may be) shall not be obligated to make such transfer of cash or other property in accordance with such Sections, but shall in lieu of such transfer immediately preceding paragraphs credit the amounts that would have been transferable under such Sections to the account of this Section 7Lender of Borrower (as the case may be).

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesdividends, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, and (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower Borrower, on the relevant payment date thereforany such distribution is paid, in an amount equal to such cash distribution (subject to the provisions of Section 7.6)distribution, so long as Lender is not then in DefaultDefault at the time of such payment. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver transfer the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered transferred to Lender. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateralto Borrower by Lender, unless otherwise agreed) by Lender to Borrower, upon on the date of Lender’s receiptany such distribution is paid, in an amount equal to such cash distribution (subject to the provision of Section 7.6)distribution, so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to Default at the extent that, as a result time of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8.payment. 4 - May 1993 - Master Securities Loan Agreement 7.4 (a) If Unless otherwise agreed, if (i) Borrower is required to make a payment (a “"Borrower Payment”") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“"Securities Distributions”) and "), or (ii) BorrowerLender is required to make a payment (a "Lender Payment") with respect to cash distributions on Collateral under Section 7.3 ("Collateral Distributions"), Borrower’s custodian and (ill) Borrower or Lender Lender, as the case may be (“"Payor”) "), shall be required by law to collect any withholding or other tax tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (“"Tax”"), then Borrower Payor shall (subject to subsections (b) and (c) below), pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by the Lender for or Borrower, as the benefit of the Affected Accountcase may be ("Payee"), after payment of such Tax equals the net amount of the Securities Distribution or Collateral Distribution that would have been received by the Affected Account if such Securities Distribution or Collateral Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofPayee. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7.

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesdividends, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, and (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower Borrower, on the relevant payment date thereforany such distribution is paid, in an amount equal to such cash distribution (subject to the provisions of Section 7.6)distribution, so long as Lender is not then in DefaultDefault at the time of such payment. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver transfer the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered transferred to Lender. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateralto Borrower by Lender, unless otherwise agreed) by Lender to Borrower, upon on the date of Lender’s receiptany such distribution is paid, in an amount equal to such cash distribution (subject to the provision of Section 7.6)distribution, so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to Default at the extent that, as a result time of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8payment. (a) If Unless otherwise agreed, if (i) Borrower is required to make a payment (a “"Borrower Payment”") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“"Securities Distributions”) and "), or (ii) BorrowerLender is required to make a payment (a "Lender Payment") with respect to cash distributions on Collateral under Section 7.3 ("Collateral Distributions"), Borrower’s custodian and (iii) Borrower or Lender Lender, as the case may be (“"Payor”) "), shall be required by law to collect any withholding withdrawing or other tax tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (“"Tax”"), then Borrower Payor shall (subject to subsections (b) and (c) below), pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by the Lender for or Borrower, as the benefit of the Affected Accountcase may be ("Payee"), after payment of such Tax equals the net amount of the Securities Distribution or Collateral Distribution that would have been received by the Affected Account if such Securities Distribution or Collateral Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofPayee. (b) If Lender is required No additional amounts shall be payable to make a payment Payee under subsection (“Lender Payment”a) with respect above to distributions the extent that Tax would have been imposed on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the a Securities Distribution or Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by to the applicable issuer(s) to BorrowerPayee. (c) Each party No additional amounts shall supply be payable to a Payee under subsection (a) above to the other extent that such tax information as may be requested by Payee is entitled to an exemption from, or reduction in the other to enable it to effect the rate of, Tax on a Borrower Payment or Lender Payment subject to the provision of a certificate or other documentation, but has failed timely to provide such certificate or other documentation. (d) Each party hereto shall be deemed to represent that, as of the commencement of any Loan hereunder, no Tax would be imposed on any cash distribution paid to it with respect to (i) Loaned Securities subject to a Loan in which it is acting as Lender or (ii) Collateral for any Loan in which it is acting as Borrower, unless such party has given notice to the contrary to the other party hereto (which notice shall specify the rate at which such Tax would be imposed). Each party agrees to notify the other of any change that occurs during the term of a Loan in the required amountrate of any Tax that would be imposed on any such cash distributions payable to it. 7.5 To the extent that, computed under the provisions of Sections 7.1 through 7.4 (a) a transfer of cash or other property by Borrower would give rise to a Margin Excess (as per defined in Section 8.3 below) or (b) a transfer of cash or other property by Lender would give rise to a Margin Deficit (as defined in Section 8.2 below), Borrower or Lender (as the case may be) shall not be obligated to make such transfer of cash or other property in accordance with such Sections, but shall in lieu of such transfer immediately preceding paragraphs credit the amounts that would have been transferable under such Sections to the account of this Section 7Lender or Borrower (as the case may be).

Dividends, Distributions, Etc. 7.1 Lender If, while this Agreement is in effect, Pledgor shall be become entitled to receive all distributions or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization, merger or consolidation), or any options or rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Interests, Pledgor agrees to accept the same as Pledgee's agent and to hold the same in trust for Pledgee, and to deliver the same forthwith to Pledgee in the exact form received, with the indorsement of Pledgor when necessary and/or appropriate undated stock powers or assignments separate from certificate duly executed in blank, to be held by Pledgee as additional collateral security for the Liabilities. In case any distribution of capital shall be made to Pledgor on or in respect of the Loaned Securities Pledged Interests or any property shall be distributed to Pledgor upon or with respect to the record dates for which occur during Pledged Interests pursuant to the term recapitalization or reclassification of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination capital of the Loan but prior issuer thereof or pursuant to re-registration thereof the reorganization, merger or consolidation thereof, the property so distributed shall be delivered by Pledgor to Pledgee to be held by Pledgee as additional collateral security for the Liabilities. Other than as set forth in the name preceding sentence, all sums of Lender money and property so paid or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issues, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or distributed in respect of the Loaned SecuritiesPledged Interests which are received by Pledgor shall, which Lender is entitled until paid or delivered to receive pursuant to Section 7.1Pledgee, shall be paid held by the transfer of cash (denominated Pledgor in the currency of issue trust as additional collateral security for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in DefaultLiabilities. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by the parties) and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, providedProvided, however, that Pledgor shall not accept on behalf of Pledgee any Borrower Payment shall also take into account such dividends or distributions from a Foreign Subsidiary in the form of stock or other equity interests if the effect of such acceptance would increase Pledgee's equity holdings in such Foreign Subsidiary above sixty-five percent (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower65%) of any tax refund, reclaim the issued and outstanding capital stock or credit which other equity securities of such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofForeign Subsidiary. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7.

Dividends, Distributions, Etc. 7.1 (a) Lender shall be entitled to receive and retain all distributions made on or in with respect of to the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities loaned had not been lent to Borrower, including, but not limited to: without limitation, all cash (a"Cash Distributions") all property (including cash dividends and all other distributions of cash or property)stock dividends, (b) stock dividends interest distributions, and bonus issues, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase or receive additional securities, and (f) payments upon maturity securities or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash property (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in Default. "Non-cash distributions received by Distributions"). Borrower shall be added pay to Lender within one U.S. Business Day of the Loaned Securities (unless otherwise agreed by payable date of a Cash Distribution the parties) and shall be considered amount of such for all purposesCash Distribution, except that if the Loan has terminated, whether or not Borrower shall forthwith deliver have received such payment from the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and reissuer of the Security. When a Non-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be cash Distribution is declared for the benefit of holders of a Security as of a specified date, pending the payable date Lender shall treat the declared Non-cash Distribution as Securities and Borrower shall be deemed deliver Collateral with respect to have been exercised for the benefit of declared Non-cash Distribution to Lender in accordance with Lender’s prior instructions paragraphs 2 and 4 hereof. If Lender shall agree, Borrower may continue after payable date to Borrowertreat a Non-cash Distribution as Securities loaned to Borrower pursuant to paragraph 1. Any payment of cash from Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan under this paragraph 6 shall be made after giving full effect as Lender shall instruct in the currency specified by Lender. Lender hereby waives the right to such instructions, irrespective of vote the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur Securities during the term of the Loan and which are not otherwise received by BorrowerLoan. For purpose of this paragraph 6, to the full extent it would be so entitled if term "payable date" shall have the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower meaning that is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) customary with respect to cash distributions securities traded on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary exchanges in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofSpecified Country. (b) If In the event that Borrower takes instructions from Lender relating to a mandatory or optional corporate action, Borrower must adhere to those instructions and cannot return the borrowed security during the period imposed by Lender. In the event that a return is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”)made without the approval of Lender, Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply will be liable for any losses, expenses or other costs related to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7corporate action.

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issues, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in Default. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise V/agreemnt/standard/agency with indemnification agreed by the parties) and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7.

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions distribu­tions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issues, (c) securities received as a result of split split-ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution distributions (subject to the provisions of Section 7.67.4), so long as Lender is not then in Default. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by the parties) and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash and non-cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt's receipt thereof, in an amount equal to such cash distribution (subject to the provision of Section 7.67.4), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) or (ii) Lender is required to make a payment (a “Lender Payment”) with respect to cash distributions on Collateral under Section 7.3 (“Collateral Distributions”), and (ii) Borrower, Borrower’s custodian Lender or Lender their respective custodians, as the case may be (“Payor”) ), shall be required by law to collect any withholding or other tax tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (“Tax”), then Borrower Payor shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by Lender for or Borrower, as the benefit of the Affected Accountcase may be (“Payee”), after payment of such Tax equals the net amount of the Securities Distribution or Collateral Distrib­ution that would have been received by the Affected Account Payee if such Securities Distribution or Collateral Distribution had been paid directly to it, the Payee; provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or specified in writing, a notice by Lender to Borrower) to the Account of any tax refund, reclaim or credit to which such Affected Account would otherwise have been entitled to had it the Loaned Securities not lent the securities to Borrower but instead had retained ownership thereofbeen loaned. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other notice of such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7. Borrower represents that, as of the commencement of any Loan hereunder, no Tax would be imposed on any cash distribution paid to it with respect to Collateral for any Loan, unless Borrower has given notice to the contrary to Lender (specifying the rate at which such Tax would be imposed), and that each party will notify the other party in the event of any change that occurs during the term of a Loan in the rate of any Tax that would be imposed on any such cash distrib­ution. 7.5 To the extent that, under the provisions of Sections 7.1 through 7.4, a transfer of cash or other property by Borrower would give rise to a Margin Excess or a transfer of cash or other property by Lender would give rise to a Margin Deficit, Borrower or Lender, as the case may be, shall not be obligated to make such transfer but, in lieu thereof, shall immediately credit the amounts that would have been transferable under such Sections to the account of Lender or Borrower, as the case may be. 7.6 Borrower and Lender agree that, on the Business Day following the record date for the cash distrib­ution relating to any Borrower or Lender Payment, Lender will notify Borrower that Lender will charge or credit (as approp­riate) Borrower's account for such Borrower or Lender Payment on the date the payment is payable by Borrower or Lender pursuant to Sections 7.2 or 7.3 hereof, and Lender will effect such charge or credit on such date; provided, however, that no failure on the part of Lender to provide such notice or to effect such charge or credit shall affect the parties' respective rights and obligations under Sections 7.1, 7.2 or 7.3. 7.7 Where, in respect of any Loaned Securities, any discretionary rights relating to conversion, sub-division, consolidation, pre-emption, rights arising under a takeover offer, rights to receive securities or a certificate which may at a future date be exchanged for securities or other rights become exercisable prior to the redelivery of Loaned Securities, then Lender may, up to the number of Business Days required by the Borrower before the latest time for the exercise of the right or option, give written notice to Borrower that on redelivery of the Loaned Securities it wishes to receive Loaned Securities (and/or cash if applicable) 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, and on redelivery Borrower will redeliver such Loaned Securities (and/or cash if applicable).

Dividends, Distributions, Etc. 7.1 6.1 Lender shall be entitled to receive all distributions Distributions made on or in respect of the Loaned Securities the record dates for which occur are during the term of the Loan (or during the record date for which occurs at a time following return term of possession of the Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) by Borrower and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issues, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 6.2 Any cash distributions Distributions made on or in respect of the Loaned Securities, which Securities that Lender is entitled to receive pursuant to Section 7.1, 6.1 shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) due and payable to Lender by Borrower on the relevant payment payable date therefor, in an amount equal to such cash distribution (subject to as provided for by the provisions of Section 7.6), Corporation so long as Lender is not then in DefaultDefault at the time of such receipt. Borrower shall forthwith upon such date and without demand pay to Lender such cash Distributions together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest is paid in full. Non-cash distributions Distributions received by Borrower on or in respect of the Loaned Securities shall be retained by Borrower and added to the Loaned Securities (unless otherwise agreed on the payable date as provided for by the parties) issuer thereof and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 6.3 Borrower shall be entitled to receive all cash distributions Distributions made on or in respect of non-cash Collateral the Collateral, the record or payment dates for which occur are during the term of the Loan or during the term of possession of such Collateral by Lender and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. . 6.4 Any distributions cash Distributions made on or in respect of such the Collateral which that Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) due and payable by Lender to Borrower, Borrower forthwith upon the payable date of Lender’s receipt, in an amount equal to such cash distribution (subject to as provided for by the provision of Section 7.6), issuer thereof so long as Borrower is not in Default at that time. Lender shall forthwith upon such date and without demand pay to Borrower such cash Distributions together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest is paid in full. Non-cash Distributions received by Lender on or in respect of the Collateral shall be retained by Lender and added to the Collateral on the payable date as provided for by the issuer thereof and shall be considered such for all purposes, except that if the Loan has then in Defaultbeen terminated, Lender shall forthwith deliver the same to Borrower. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 6.5 Borrower acknowledges and agrees that to the extent thatpracticable, all voting rights and other rights or benefits attaching to the Loaned Securities accrue to Lender as legal and beneficial owner of the Loaned Securities as if the Loaned Securities had not been lent by Lender to Borrower; and Borrower shall exercise all such rights and privileges or promptly execute any and all proxies requested by Lender in accordance with the written instructions of Lender. All such instructions or notices shall be given in the normal manner and in sufficient time to allow Borrower to act accordingly. If it is not practicable for the Borrower to comply with Lender’s voting or proxy instructions with respect the Loaned Securities, as a result of determined by the Borrower in its sole discretion, then the parties agree that such actionvoting rights shall be suspended until such time as it is practicable to exercise them. To the extent possible, if there are any voting rights attaching to the Collateral, Borrower would become obligated to transfer Collateral shall immediately accrue to Lender under Section 8such voting rights in lieu of voting rights otherwise attributable to the Loaned Securities, as if the Lender were the legal and beneficial owner of the voting rights associated with the Collateral. In such a circumstance, Borrower shall promptly execute any and all proxies requested by Lender in connection therewith. (a) If (i) 6.6 Subject to Section 6.5, Lender acknowledges and agrees that all voting rights and other rights or benefits attaching to the Collateral accrue to Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 as legal and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount beneficial owner of the Collateral as if the Collateral had not been delivered by Borrower Payment received by Lender as collateral for the benefit of Lender; and Lender shall exercise all such rights and privileges or promptly execute any and all proxies requested by Borrower in accordance with the Affected Accountwritten instructions of Borrower. All such instructions or notices shall be given in the normal manner and in sufficient time to allow Lender to act accordingly. If Lender cannot or does not comply with Borrower’s voting or proxy instructions, after payment of such Tax equals then the net amount parties agree that all voting rights, options, conversion privileges and other rights or benefits attaching to the Loaned Securities shall immediately accrue to Borrower as if it were the legal and beneficial owner of the Securities Distribution that would have been received by the Affected Account if Loaned Securities. In such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”)circumstance, Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral promptly execute any and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other such tax information as may be all proxies requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7connection therewith.

Dividends, Distributions, Etc. 7.1 Lender (a) In accordance with Paragraph 5 of the Agreement (as amended herein) and paragraph 5 of Annex I, but subject to subparagraph (d) of this paragraph 16 of Annex I, Seller shall be entitled to receive an amount equal to all distributions made Income (including any return of capital in respect of the liquidation of the issuer thereof and any proceeds received upon the redemption of such Security by the issuer thereof) paid or distributed on or in respect of the Loaned Purchased Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are that is not otherwise received by LenderSeller, to the full extent it would be so entitled if the Loaned Purchased Securities had not been lent sold to BorrowerBuyer, includingexcept as provided in Paragraph 5 of the Agreement (as amended herein) and paragraph 5 of Annex I, with respect to Income paid as consideration for a redemption of the Purchased Securities. The parties expressly acknowledge and agree, for the avoidance of doubt, that Income shall include, but is not limited to: (ai) all property (including cash dividends and all other distributions of cash or property), (bii) stock dividends and bonus issuesdividends, (ciii) securities Securities received as a result of split ups of the Loaned Purchased Securities and distributions in respect thereof, and (d) interest payments, (eiv) all rights to purchase additional securities, and Securities (fexcept to the extent that any amounts included in the foregoing clauses (i) payments upon maturity or other redemptionthrough (iv) would be deemed to be Purchased Securities). 7.2 Any cash distributions made (b) Income paid or distributed on or in respect of the Loaned Purchased Securities, which Lender Seller is entitled to receive pursuant to Section 7.1subparagraph (a) of this paragraph, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in Default. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by the parties) and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender treated in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each Paragraph 5 of the foregoing at such time Agreement (as amended herein) and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination paragraph 5 of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent thatAnnex I, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 supplemented and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrowermodified herein. (c) Each party Any and all payments by Buyer to or for the account of Seller hereunder shall supply be made subject to deduction for any and all applicable future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of the Buyer, (i) income or franchise taxes imposed on (or measured by) its net income or net profits by the United States of America or by the jurisdiction (or any political subdivision of any such jurisdiction) under the laws of which Buyer is organized, in which its principal office (or other fixed place of business) is located or in which it is otherwise engaged in a trade or business as a result of transactions unrelated to the Transactions, (ii) any branch Annex 1 - 9 profits tax or any similar tax that is imposed on Buyer with respect to Buyer’s income or profits by any jurisdiction described in clause (i) above (all such non excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder being hereinafter referred to as “Non-Excluded Taxes”). Buyer shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. In the event that Buyer shall make a payment to or for the account of Seller that is subsequently determined to be subject to Non-Excluded Taxes, Seller shall promptly reimburse Buyer for the amount of such tax information Non-Excluded Taxes together with all costs and expenses associated therewith. (d) Notwithstanding anything to the contrary in Paragraph 5 of the Agreement (as may be requested by amended herein), paragraph 5 of Annex I or subparagraphs (a) (b) and (c) above, in the other event that Seller fails to enable pay Buyer the Price Differential on the related Price Differential Payment Date and such failure is not remedied on or before the third Business Day following such Price Differential Payment Date, then Buyer may, without exercising its option to declare an Event of Default to have occurred under the Agreement and only for as long as such failure is continuing, retain Income paid or distributed after such Price Differential Payment Date and apply it to effect the Borrower Payment or Lender Payment amount of any accrued but unpaid Price Differential and, in the required amounteach case, computed as per the immediately preceding paragraphs of this Section 7any interest thereon.

Dividends, Distributions, Etc. 7.1 Lender as agent for the Account shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issues, (c) securities received as a result of split split-ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on on, or in respect of of, the Loaned Securities, which that Lender as agent for the Account is entitled to receive pursuant to Section 7.1, shall be paid by the transfer by Borrower of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower the account or accounts designated on the relevant payment date thereforsuch cash distribution is made by the issuer, in an amount equal to such cash distribution distributions (subject to the provisions of Section 7.67.4), so long as Lender is not then in Default. Non-cash distributions received by Borrower in respect of the Loaned Securities shall be added to the Loaned Securities (unless otherwise agreed directed by the partiesLender) and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 (a) Borrower shall be entitled to receive all cash distributions made on on, or in respect of of, non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lendertransferred by Borrower. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, Borrower upon the date of Lender’s receiptreceipt by Lender or the Account thereof, in an amount equal to such cash distribution (subject to the provision provisions of Section 7.67.4), so long as Borrower is not then in Default. 7.5 Lender (b) Borrower shall be entitled to receive all non-cash distributions made on or in respect of non-cash Collateral the payment dates for which are during the term of the Loan and which are not be required to take any action pursuant to Section 7.4 otherwise received by Borrower, to the full extent that, as a result it would be so entitled if the Collateral had not been transferred by Borrower. Any distributions made on or in respect of such actionCollateral which Borrower is entitled to receive hereunder shall be paid by or at the direction of Lender to Borrower promptly, so long as Borrower would become obligated to transfer Collateral to Lender under Section 8is not in Default at the time of such receipt. (a) If (i) Borrower is required to make a payment (a “"Borrower Payment”") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“"Securities Distributions”") or (ii) Lender is required to make a payment (a "Lender Payment") with respect to cash distributions on Collateral under Section 7.3 ("Collateral Distributions"), and (ii) Borrower, Borrower’s custodian Lender or Lender their respective custodians, as the case may be (“"Payor”) "), shall be required by law to collect any withholding or other tax tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (“"Tax”"), then Borrower Payor shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by Lender for or Borrower, as the benefit of the Affected Accountcase may be ("Payee"), after payment of such Tax equals the net amount of the Securities Distribution or Collateral Distribution that would have been received by the Affected Account Payee if such Securities Distribution or Collateral Distribution had been paid directly to it, the Payee; provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which as reflect) the value to the Affected Account (as notified, orally or specified in writing, a notice by Lender to Borrower) to the Account of any tax refund, refund or reclaim or credit to which such Affected Account would otherwise have been entitled to had it the Loaned Securities not lent the securities to Borrower but instead had retained ownership thereofbeen loaned. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other notice of such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7. Borrower represents that, as of the Loan Commencement Date, no Tax would be imposed on any cash distribution paid to it with respect to Collateral for any Loan, unless Borrower has given notice to the contrary to Lender (specifying the rate at which such Tax would be imposed), and that Borrower will notify Lender of any change that occurs during the term of a Loan in the rate of any Tax that would be imposed on any such cash distribution. 7.5 To the extent that, under the provisions of Sections 7.1 through 7.4, a transfer of cash or other property by Borrower would give rise to a Margin Excess or a transfer of cash or other property by Lender would give rise to a Margin Deficit, Borrower or Lender, as the case may be, shall not be obligated to make such transfer but, in lieu thereof, shall immediately credit the amounts that would have been transferable under such Sections to the account of Lender or Borrower, as the case may be. 7.6 Borrower and Lender agree that, on the Business Day following the record date for the cash distribution relating to any Borrower or Lender Payment, Lender will notify Borrower that Lender will charge or credit (as appropriate) Borrower's account for such Borrower or Lender Payment on the date the payment is payable by Borrower or Lender pursuant to Section 7.2 or 7.3 hereof, and Lender will effect such charge or credit on such date; PROVIDED, HOWEVER, that no failure on the part of Lender to provide such notice or to effect such charge or credit shall affect the parties' respective rights and obligations under Section 7.1, 7.2 or 7.3.

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesdividends, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, and (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower Borrower, on the relevant payment date thereforany such distribution is paid, in an amount equal to such cash distribution (subject to the provisions of Section 7.6)distribution, so long as Lender is not then in DefaultDefault at the time of such payment. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver transfer the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered transferred to Lender. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateralcash, unless otherwise agreed) to Borrower by Lender to BorrowerLender, upon on the date of Lender’s receiptany such distribution is paid, in an amount equal to such cash distribution (subject to the provision of Section 7.6)distribution, so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to Default at the extent that, as a result time of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8payment. (a) If Unless otherwise agreed, if (i) Borrower is required to make a payment (a “"Borrower Payment”") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“"Securities Distributions”) and "), or (ii) BorrowerLender is required to make a payment (a "Lender Payment") with respect to cash distributions on Collateral under Section 7.3 ("Collateral Distributions"), Borrower’s custodian and (iii) Borrower or Lender Lender, as the case may be (“"Payor”) "), shall be required by law to collect any withholding or other tax tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (“"Tax”"), then Borrower Payor shall (subject to subsections (b) and (c) below), pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by the Lender for or Borrower, as the benefit of the Affected Accountcase may be ("Payee"), after payment of such Tax equals the net amount of the Securities Distribution or Collateral Distribution that would have been received by the Affected Account if such Securities Distribution or Collateral Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofPayee. (b) If Lender is required No additional amounts shall be payable to make a payment Payee under subsection (“Lender Payment”a) with respect above to distributions the extent that Tax would have been imposed on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the a Securities Distribution or Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by to the applicable issuer(s) to BorrowerPayee. (c) Each party No additional amounts shall supply be payable to a Payee under subsection (a) above to the other extent that such tax information as may be requested by Payee is entitled to an exemption from, or reduction in the other to enable it to effect the rate of, Tax on a Borrower Payment or Lender Payment subject to the provision of a certificate or other documentation, but has failed timely to provide such certificate or other documentation. (d) Each party hereto shall be deemed to represent that, as of the commencement of any Loan hereunder, no Tax would be imposed on any cash distribution paid to it with respect to (i) Loaned Securities subject to a Loan in which it is acting as Lender or (ii) Collateral for any Loan in which it is acting as Borrower, unless such party has given notice to the contrary to the other party hereto (which notice shall specify the rate at which such Tax would be imposed). Each party agrees to notify the other of any change that occurs during the term of a Loan in the required amountrate of any Tax that would be imposed on any such cash distributions payable to it. 7.5 To the extent that, computed under the provisions of Sections 7.1 through 7.4 (a) a transfer of cash or other property by Borrower would give rise to a Margin Excess (as per defined in Section 8.3 below) or (b) a transfer of cash or other property by Lender would give rise to a Margin Deficit (as defined in Section 8.2 below), Borrower or Lender (as the case may be) shall not be obligated to make such transfer of cash or other property in accordance with such Sections, but shall in lieu of such transfer immediately preceding paragraphs credit the amounts that would have been transferable under such Sections to the account of this Section 7Lender or Borrower (as the case may be).

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions Distributions made on or in respect of the Loaned Securities the record dates for which occur are during the term of the Loan (or during the record date for which occurs at a time following return term of possession of the Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) by Borrower and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to the Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issues, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions Distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) due and payable to Lender by Borrower on the relevant payment payable date therefor, in an amount equal to such cash distribution (subject to as provided for by the provisions of Section 7.6), issuer thereof so long as Lender is not then in DefaultDefault at the time of such receipt. Non-Borrower shall forthwith upon such date and without demand pay to Lender such cash distributions Distributions together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest is paid in full. Noncash Distributions received by Borrower on or in respect of the Loaned Securities shall be retained by the Borrower and added to the Loaned Securities (unless otherwise agreed on the payable date as provided for by the parties) issuer thereof and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions Distributions made on or in respect of non-non- cash Collateral Collateral, the record or payment dates for which occur are during the term of the Loan or during the term of possession of such Collateral by Lender and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. . 7.4 Any distributions cash Distributions made on or in respect of such non-cash Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) due and payable by Lender to Borrower, Borrower forthwith upon the payable date of Lender’s receipt, in an amount equal to such cash distribution (subject to as provided for by the provision of Section 7.6), issuer thereof so long as Borrower is not in Default at that time. Lender shall forthwith upon such date and without demand pay to Borrower such cash Distributions together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest is paid in full. Non-cash Distributions received by Lender on or in respect of the Collateral shall be retained by the Lender and added to the Collateral on the payable date as provided for by the issuer thereof and shall be considered such for all purposes, except that if the Loan has then in Defaultbeen terminated, Lender shall forthwith deliver the same to Borrower. 7.5 For greater certainty, it is acknowledged that all Distributions made on or in respect of cash Collateral shall be for the account of Lender and shall not be required to take any action pursuant to Section 7.4 retained by Lender. 7.6 Borrower acknowledges and agrees that all voting rights, options, conversion privileges and other rights or benefits attaching to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral Loaned Securities accrue to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on as legal and beneficial owner of the Loaned Securities under Sections 7.1 and 7.2 (“as if the Loaned Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have had not been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, lent by Lender to Borrower; and Borrower shall exercise all such rights and privileges for and on behalf of Lender in accordance with the written instructions of Lender. Such written instructions of Lender must be actually received by Borrower at least five (5) business days prior to the final date for the taking of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is action required to make exercise such right or privilege, or, for other than voting rights, such lesser period of notice as the relevant regulatory authority may prescribe for the trading and settlement of securities in connection with the exercise of such right or privilege as if Lender were a payment (“Lender Payment”) with respect member who failed to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender receive. All such notices shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment given in the required amount, computed as per the immediately preceding paragraphs of this Section 7normal manner and in sufficient time to allow Borrower to act accordingly.

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesdividends, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, and (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower Borrower, on the relevant payment date thereforany such distribution is paid, in an amount equal to such cash distribution (subject to the provisions of Section 7.6)distribution, so long as Lender is not then in DefaultDefault at the time of such payment. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver transfer the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and Collateral, which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered transferred to Lender. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateralto Borrower by Lender, unless otherwise agreed) by Lender to Borrower, upon on the date of Lender’s receiptany such distribution is paid, in an amount equal to such cash distribution (subject to the provision of Section 7.6)distribution, so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to Default at the extent that, as a result time of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8payment. (a) If Unless otherwise agreed, if (i) Borrower is required to make a payment (a “"Borrower Payment”") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“"Securities Distributions”) and "), or (ii) BorrowerLender is required to make a payment (a "Lender Payment") with respect to cash distributions on Collateral under Section 7.3 ("Collateral Distributions"), Borrower’s custodian and (iii) Borrower or Lender Lender, as the case may be (“"Payor”) "), shall be required by law to collect any withholding or other tax tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (“"Tax”"), then Borrower Payor shall (subject to subsections (b) and (c) below), pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by the Lender for or Borrower, as the benefit of the Affected Accountcase may be ("Payee"), after payment of such Tax equals the net amount of the Securities Distribution or Collateral Distribution that would have been received by the Affected Account if such Securities Distribution or Collateral Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofPayee. (b) If Lender is required No additional amounts shall be payable to make a payment Payee under subsection (“Lender Payment”a) with respect above to distributions the extent that Tax would have been imposed on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the a Securities Distribution or Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by to the applicable issuer(s) to BorrowerPayee. (c) Each party No additional amounts shall supply be payable to a Payee under subsection (a) above to the other extent that such tax information as may be requested by Payee is entitled to an exemption from, or reduction in the other to enable it to effect the rate of, Tax on a Borrower Payment or Lender Payment subject to the provision of a certificate or other documentation, but has failed timely to provide such certificate or other documentation. (d) Each party hereto shall be deemed to represent that, as of the commencement of any Loan hereunder, no Tax would be imposed on any cash distribution paid to it with respect to (i) Loaned Securities subject to a Loan in which it is acting as Lender or (ii) Collateral for any Loan in which it is acting as Borrower, unless such party has given notice to the contract to the other party hereto (which notice shall specify the rate at which such Tax would be imposed). Each party agrees to notify the other of any change that occurs during the term of a Loan in the required amountrate of any Tax that would be imposed on any such cash distributions payable to it. 7.5 To the extent that, computed under the provisions of Sections 7.1 through 7.4 (a) a transfer of cash or other property by Borrower would give rise to a Margin Excess (as per defined in Section 8.3 below) or (b) a transfer of cash or other property by Lender would give rise to a Margin Deficit (as defined in Section 8.2 below), Borrower or Lender (as the case may be) shall not be obligated to make such transfer of cash or other property in accordance with such Sections, but shall in lieu of such transfer immediately preceding paragraphs credit the amounts that would have been transferable under such Sections to the account of this Section 7Lender or Borrower (as the case may be).

Dividends, Distributions, Etc. 7.1 Lender shall be (a) Subject to the provisions of paragraph (b) of this Section 4.2, if, while this Agreement is in effect, the Borrower becomes entitled to receive or receives any stock or other certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, or in exchange for, any instruments issued under or in respect of the Pledged Securities or any options or rights in respect of the Pledged Securities (which shall also be deemed to be included in the Pledged Securities), the Borrower shall accept the same as agent for the Lender, shall hold the same in trust on behalf of and for the benefit of the Lender and shall deliver the same forthwith to the Lender in the exact form received, with the endorsement of the Borrower, as may be requested by the Lender, and when necessary and/or appropriate, undated stock or other assignments or powers duly executed in blank, with all distributions signatures medallion guaranteed, to be held by the Lender, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid on or in respect of the Pledged Securities on the liquidation or dissolution of any other issuer thereof shall be paid over to the Lender, to be held by the Lender, subject to the terms and conditions hereof, as additional collateral security for the Obligations. If any cash dividends or any other distribution is made on or in respect of the Loaned Pledged Securities or any property is distributed on or with respect to the record dates for which occur during Pledged Securities, the term of cash or other property so distributed shall be delivered to the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to be held by the full extent it would Lender, subject to the terms and conditions hereof, as additional collateral security for the Obligations. All sums of money and property so paid or distributed in respect of the Pledged Securities that are received by the Borrower shall, until paid or delivered to the Lender, be so entitled if held in trust as additional collateral security for the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), Obligations. (b) stock Notwithstanding any provision herein to the contrary, the Borrower shall have the revocable right to receive, collect, retain, use and enjoy any cash dividends and bonus issues(but not distributions upon any liquidation, (c) securities received as a result merger or acquisition or of split ups additional shares of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity Common Stock or other redemption. 7.2 Any cash distributions property or securities) made on or in respect of the Loaned Pledged Securities. Upon the occurrence of and during the continuance of an Event of Default, which Lender is entitled to receive pursuant to Section 7.1, such right shall automatically be paid revoked without further action by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject and without any further notice to the provisions of Section 7.6), so long as Lender is not then in Default. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by the parties) and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7.

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesdividends, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, and (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower Borrower, on the relevant payment date thereforany such distribution is paid, in an amount equal to such cash distribution (subject to the provisions of Section 7.6)distribution, so long as Lender is not then in DefaultDefault at the time of such payment. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver transfer the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered transferred to Lender. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateralto Borrower by Lender, unless otherwise agreed) by Lender to Borrower, upon on the date of Lender’s receiptany such distribution is paid, in an amount equal to such cash distribution (subject to the provision of Section 7.6)distribution, so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to Default at the extent that, as a result time of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8.payment. May 1993 Master Securities Loan Agreement 4 (a) If Unless otherwise agreed, if (i) Borrower is required to make a payment (a “"Borrower Payment”") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“"Securities Distributions”) and "), or (ii) BorrowerLender is required to make a payment (a "Lender Payment") with respect to cash distributions on Collateral under Section 7.3 ("Collateral Distributions"), Borrower’s custodian and (iii) Borrower or Lender Lender, as the case may be (“"Payor”) "), shall be required by law to collect any withholding or other tax tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (“"Tax”"), then Borrower Payer shall (subject to subsections (b) and (c) below), pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by the Lender for or Borrower, as the benefit of the Affected Accountcase may be ("Payee"), after payment of such Tax equals the net amount of the Securities Distribution or Collateral Distribution that would have been received by the Affected Account if such Securities Distribution or Collateral Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofPayee. (b) If Lender is required No additional amounts shall be payable to make a payment Payee under subsection (“Lender Payment”a) with respect above to distributions the extent that Tax would have been imposed on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the a Securities Distribution or Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by to the applicable issuer(s) to BorrowerPayee. (c) Each party No additional amounts shall supply be payable to a Payee under subsection (a) above to the other extent that such tax information as may be requested by Payee is entitled to an exemption from, or reduction in the other to enable it to effect the rate of, Tax on a Borrower Payment or Lender Payment subject to the provision of a certificate or other documentation, but has failed timely to provide such certificate or other documentation. (d) Each party hereto shall be deemed to represent that, as of the commencement of any Loan hereunder, no Tax would be imposed on any cash distribution paid to it with respect to (i) Loaned Securities subject to a Loan in which it is acting as Lender or (ii) Collateral for any Loan in which it is acting as Borrower, unless such party has given notice to the contrary to the other party hereto (which notice shall specify the rate at which such Tax would be imposed). Each party agrees to notify the other of any change that occurs during the term of a Loan in the required amountrate of any Tax that would be imposed on any such cash distributions payable to it. 7.5 To the extent that, computed under the provisions of Sections 7.1 through 7.4 (a) a transfer of cash or other property by Borrower would give rise to a Margin Excess (as per defined in Section 8.3 below) or (b) a transfer of cash or other property by Lender would give rise to a Margin Deficit (as defined in Section 8.2 below), Borrower or Lender (as the case may be) shall not be obligated to make such transfer of cash or other property in accordance with such Sections, but shall in lieu of such transfer immediately preceding paragraphs credit the amounts that would have been transferable under such Sections to the account of this Section 7Lender or Borrower (as the case may be).

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesdividends, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, . and (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower Borrower, on the relevant payment date therefor, any such distribution is paid. in an amount equal to such cash distribution (subject to the provisions of Section 7.6)distribution, so long as Lender is not then in DefaultDefault at the time of such payment. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver transfer the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered transferred to Lender. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateralto Borrower by Lender, unless otherwise agreed) by Lender to Borrower, upon on the date of Lender’s receiptany such distribution is paid, in an amount equal to such cash distribution (subject to the provision of Section 7.6)distribution, so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to Default at the extent that, as a result time of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8payment. (a) If Unless otherwise agreed, if (i) Borrower is required to make a payment (a “"Borrower Payment”") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“"Securities Distributions”) and "), or (ii) BorrowerLender is required to make a payment (a "Lender Payment") with respect to cash distributions on Collateral under Section 7.3 ("Collateral Distributions"), Borrower’s custodian and (iii) Borrower or Lender Lender, as the case may be (“"Payor”) "), shall be required by law to collect any withholding or other tax tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (“"Tax”"), then Borrower Payor shall (subject to subsections (b) and (c) below), pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by the Lender for or Borrower, as the benefit of the Affected Accountcase may be ("Payee"), after payment of such Tax equals the net amount of the Securities Distribution or Collateral Distribution that would have been received by the Affected Account if such Securities Distribution or Collateral Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofPayee. (b) If Lender is required No additional amounts shall be payable to make a payment Payee under subsection (“Lender Payment”a) with respect above to distributions the extent that Tax would have been imposed on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the a Securities Distribution or Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by to the applicable issuer(s) to BorrowerPayee. (c) Each party No additional amounts shall supply be payable to a Payee under subsection (a) above to the other extent that such tax information as may be requested by Payee is entitled to an exemption from. or reduction in the other to enable it to effect the rate of, Tax on a Borrower Payment or Lender Payment subject to the provision of a certificate or other documentation, but has failed timely to provide such certificate or other documentation. (d) Each party hereto shall be deemed to represent that, as of the commencement of any Loan hereunder, no Tax would be imposed on any cash distribution paid to it with respect to (i) Loaned Securities subject to a Loan in which it is acting as Lender or (ii) Collateral for any Loan in which it is acting as Borrower, unless such party has given notice to the required amount, computed as per contrary to the immediately preceding paragraphs of this Section 7.other party hereto

Dividends, Distributions, Etc. 7.1 Lender shall be If, while this Pledge Agreement is in effect, the Stockholder becomes entitled to receive all distributions or receives any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, or in exchange for, any shares of Pledged Stock or otherwise, the Stockholder agrees to accept the same as agent for the Lender, to hold the same in trust on behalf of and for the benefit of the Lender and to deliver the same forthwith to the Escrow Agent in the exact form received, with the endorsement of the Stockholder when necessary and/or appropriate undated stock or other powers duly executed in blank, to be held by the Escrow Agent, subject to the terms of the Escrow Agreement, as additional collateral security for the Obligations. Any sums paid on or in respect of the Pledged Stock on the liquidation or. dissolution of the issuer thereof shall be paid over to the Escrow Agent, to be held by the Escrow Agent, subject to the terms and conditions of the Escrow Agreement, as additional collateral security for the Obligations; and if any cash dividends or any other distribution is made on or in respect of the Loaned Securities Pledged Stock or any property is distributed on or with respect to the record dates for which occur during Pledged Stock, the term cash or other property so distributed shall be delivered to the Escrow Agent, to be held by the Escrow Agent, subject to the terms and conditions of the Loan (Escrow Agreement, as additional collateral security for the Obligations. All sums of money and property so paid or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issues, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or distributed in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in Default. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by the parties) and shall be considered such for all purposes, except Pledged Stock that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been Stockholder shall, until paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value or delivered to the Affected Account (as notifiedEscrow Agent, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly be held by the applicable issuer(s) to BorrowerStockholder in trust as additional collateral security for the Obligations. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7.

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesdividends, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, and (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower Borrower, on the relevant payment date thereforany such distribution is paid, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), distribution. so long as Lender is not then in DefaultDefault at the time of such payment. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver transfer the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered transferred to Lender. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateralto Borrower by Lender, unless otherwise agreed) by Lender to Borrower, upon on the date of Lender’s receiptany such distribution is paid, in an amount equal to such cash distribution (subject to the provision of Section 7.6)distribution, so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to Default at the extent that, as a result time of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8payment. (a) If Unless otherwise agreed, it (i) Borrower is required to make a payment (a “"Borrower Payment”") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“"Securities Distributions”) and "), or (ii) BorrowerLender is required to make a payment (a 'Lender Payment") with respect to cash distributions on Collateral under Section 7.3 (" Collateral Distributions"), Borrower’s custodian and (iii) Borrower or Lender Lender, as the case may be (“Payor”) "Payee"), shall be required by law to collect any withholding or other tax tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (“"Tax”"), then Borrower Payor shall (subject to subsections (b) and (c) below), pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by the Lender for or Borrower, as the benefit of the Affected Accountcase may be ("Payee"), after payment of such Tax equals the net amount of the Securities Distribution or Collateral Distribution that would have been received by the Affected Account if such Securities Distribution or Collateral Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofPayee. (b) If Lender is required No additional amounts shall be payable to make a payment Payee under subsection (“Lender Payment”a) with respect above to distributions the extent that Tax would have been imposed on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the a Securities Distribution or Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by to the applicable issuer(s) to BorrowerPayee. (c) Each party No additional amounts shall supply be payable to a Payee under subsection (a) above to the other extent that such tax information as may be requested by Payee is entitled to an exemption from, or reduction in the other to enable it to effect the rate of, Tax on a Borrower Payment or Lender Payment subject to the provision of a certificate or other documentation, but has failed timely to provide such certificate or other documentation. (d) Each party hereto shall be deemed to represent that, as of the commencement of any Loan hereunder, no Tax would be imposed on any cash distribution paid to it with respect to (i) Loaned Securities subject to a Loan in which it is acting as Lender or (ii) Collateral for any Loan in which it is acting as Borrower, unless such party has given notice to the contrary to the other party hereto (which notice shall specify the rate at which such Tax would be imposed). Each party agrees to notify the other of any change that occurs during the term of a Loan in the required amountrate of any Tax that would be imposed on any such cash distributions payable to it. 7.5 To the extent that, computed under the provisions of Sections 7.1 through 7.4 (a) a transfer of cash or other property by Borrower would give rise to a Margin Excess (as per defined in Section 8.3 below) or (b) a transfer of cash or other property by Lender would give rise to a Margin Deficit (as (defined in Section 8.2 below). Borrower or Lender (as the case may be) shall not be obligated to make such transfer of cash or other property in accordance with such Sections, but shall in lieu of such transfer immediately preceding paragraphs credit the amounts that would have been transferable under such Sections to the account of this Section 7Lender or Borrower (as the case may be).

Dividends, Distributions, Etc. 7.1 Lender as agent for the Account shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issues, (c) securities received as a result of split split-ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on on, or in respect of of, the Loaned Securities, which that Lender as agent for the Account is entitled to receive pursuant to Section 7.1, shall be paid by the transfer by Borrower of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower the account or accounts designated on the relevant payment date thereforsuch cash distribution is made by the issuer, in an amount equal to such cash distribution distributions (subject to the provisions of Section 7.67.4), so long as Lender is not then in Default. Non-cash distributions received by Borrower in respect of the Loaned Securities shall be added to the Loaned Securities (unless otherwise agreed directed by the partiesLender) and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 (a) Borrower shall be entitled to receive all cash distributions made on on, or in respect of of, non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lendertransferred by Borrower. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, Borrower upon the date of Lender’s receiptreceipt by Lender or the Account thereof, in an amount equal to such cash distribution (subject to the provision provisions of Section 7.67.4), so long as Borrower is not then in Default. 7.5 Lender (b) Borrower shall be entitled to receive all non-cash distributions made on or in respect of non-cash Collateral the payment dates for which are during the term of the Loan and which are not be required to take any action pursuant to Section 7.4 otherwise received by Borrower, to the full extent that, as a result it would be so entitled if the Collateral had not been transferred by Borrower. Any distributions made on or in respect of such actionCollateral which Borrower is entitled to receive hereunder shall be paid by or at the direction of Lender to Borrower promptly, so long as Borrower would become obligated to transfer Collateral to Lender under Section 8is not in Default at the time of such receipt. (a) If (i) Borrower is required to make a payment (a “"Borrower Payment”") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“"Securities Distributions”") or (ii) Lender is required to make a payment (a "Lender Payment") with respect to cash distributions on Collateral under Section 7.3 ("Collateral Distributions"), and (ii) Borrower, Borrower’s custodian Lender or Lender their respective custodians, as the case may be (“"Payor”) "), shall be required by law to collect any withholding or other tax tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (“"Tax”"), then Borrower Payor shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by Lender for or Borrower, as the benefit of the Affected Accountcase may be ("Payee"), after payment of such Tax equals the net amount of the Securities Distribution or Collateral Distribution that would have been received by the Affected Account Payee if such Securities Distribution or Collateral Distribution had been paid directly to it, the Payee; provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which as reflect) the value to the Affected Account (as notified, orally or specified in writing, a notice by Lender to Borrower) to the Account of any tax refund, refund or reclaim or credit to which such Affected Account would otherwise have been entitled to had it the Loaned Securities not lent the securities to Borrower but instead had retained ownership thereofbeen loaned. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other notice of such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7. Borrower represents that, as of the Loan Commencement Date, no Tax would be imposed on any cash distribution paid to it with respect to Collateral for any Loan, unless Borrower has given notice to the contrary to Lender (specifying the rate at which such Tax would be imposed), and that Borrower will notify Lender of any change that occurs during the term of a Loan in the rate of any Tax that would be imposed on any such cash distribution. 7.5 To the extent that, under the provisions of Sections 7.1 through 7.4, a transfer of cash or other property by Borrower would give rise to a Margin Excess or a transfer of cash or other property by Lender would give rise to a Margin Deficit, Borrower or Lender, as the case may be, shall not be obligated to make such transfer but, in lieu thereof, shall immediately credit the amounts that would have been transferable under such Sections to the account of Lender or Borrower, as the case may be. 7.6 Borrower and Lender agree that, on the Business Day following the record date for the cash distribution relating to any Borrower or Lender Payment, Lender will notify Borrower that Lender will charge or credit (as appropriate) Borrower's account for such Borrower or Lender Payment on the date the payment is payable by Borrower or Lender pursuant to Section 7.2 or 7.3 hereof, and Lender will effect such charge or credit on such date; provided, however, that no failure on the part of Lender to provide such notice or to effect such charge or credit shall affect the parties' respective rights and obligations under Section 7.1, 7.2 or 7.3.

Dividends, Distributions, Etc. 7.1 Lender (a) In accordance with Paragraph 5 of the Agreement, Seller shall be entitled to receive an amount equal to all distributions made Income paid or distributed on or in respect of the Loaned Purchased Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are that is not otherwise received by LenderSeller, to the full extent it would be so entitled if the Loaned Purchased Securities had not been lent sold to BorrowerBuyer. The parties expressly acknowledge and agree, includingfor the avoidance of doubt, that such Income shall include, but is not limited to: (ai) all property (including cash dividends and all other distributions of cash or property), (bii) stock dividends and bonus issuesdividends, (ciii) securities Securities received as a result of split ups of the Loaned Purchased Securities and distributions in respect thereof, and (d) interest payments, (eiv) all rights to purchase additional securities, and Securities (fexcept to the extent that any amounts included in the foregoing clauses (i) payments upon maturity or other redemptionthrough (iv) would be deemed to be Purchased Securities under paragraph 2 of this Annex I). 7.2 Any cash distributions made (b) Cash Income paid or distributed on or in respect of the Loaned Purchased Securities, which Lender Seller is entitled to receive pursuant to Section 7.1subparagraph (a) of this paragraph, shall be paid by treated in accordance with Paragraph 5 of the transfer Agreement, as amended herein. Notwithstanding Paragraph 5 of cash (denominated in the currency of issue for the Loaned SecuritiesAgreement, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in Default. Nonnon-cash distributions Income received by Borrower Buyer shall be added to the Loaned Purchased Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such for all purposes, except that if subject to Buyer’s obligation to transfer Purchased Securities to Seller upon termination of the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender relevant Transaction in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each the terms of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to BorrowerAgreement. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment Notwithstanding paragraph 3(a) of this Annex I and subparagraphs (a) and (b) above, in the required amountevent that Seller fails to pay Buyer the Price Differential on the related Price Differential Payment Date and such failure is not remedied on or before the fifth calendar day following the related Price Differential Payment Date or, computed as per if such fifth calendar day is not a Business Day, the immediately preceding paragraphs of this Section 7.succeeding Business Day, then Buyer may, without exercising its option to declare

Dividends, Distributions, Etc. 7.1 Lender (a) In accordance with Paragraph 5 of the Agreement, Seller shall be entitled to receive an amount equal to all distributions made Income paid or distributed on or in respect of the Loaned Purchased Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are that is not otherwise received by LenderSeller, to the full extent it would be so entitled if the Loaned Purchased Securities had not been lent sold to BorrowerBuyer. The parties expressly acknowledge and agree, includingfor the avoidance of doubt, the such Income shall include, but is not limited to: (ai) all property (including cash dividends and all other distributions of cash or property), (bii) stock dividends and bonus issuesdividends, (ciii) securities Securities received as a result of split ups of the Loaned Purchased Securities and distributions in respect thereof, and (d) interest payments, (eiv) all rights to purchase additional securities, and Securities (fexcept to the extent that any amounts included in the foregoing clauses (i) payments upon maturity or other redemptionthrough (iv) would be deemed to be Purchased Securities under paragraph 2 of this Annex I). 7.2 Any cash distributions made (b) Cash Income paid or distributed on or in respect of the Loaned Purchased Securities, which Lender Seller is entitled to receive pursuant to Section 7.1subparagraph (a) of this paragraph, shall be paid by treated in accordance with Paragraph 5 of the transfer Agreement, as amended herein. Notwithstanding Paragraph 5 of cash (denominated in the currency of issue for the Loaned SecuritiesAgreement, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in Default. Nonnon-cash distributions Income received by Borrower Buyer shall be added to the Loaned Purchased Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such for all purposes, except that if subject to Buyer’s obligation to transfer Purchased Securities to Seller upon termination of the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender relevant Transaction in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each the terms of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to BorrowerAgreement. (c) Each party shall supply Notwithstanding paragraph 3(a) of this Annex I and subparagraphs (a) and (b) above, in the event that Seller fails to pay Buyer the Price Differential on the related Price Differential Payment Date and such failure is not remedied on or before the fifth calendar day following the related Price Differential Payment Date or, if such fifth calendar day is not a Business Day, the immediately succeeding Business Day, then Buyer may, without exercising its option to declare an Event of Default to have occurred under the Agreement, retain Income paid or distributed after such Price Differential Payment Date and apply it to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs amount of this Section 7any accrued but unpaid Price Differential and any interest thereon.

Dividends, Distributions, Etc. 7.1 Lender Agent, acting on behalf of Principal, shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or which occur on a date following the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in any reregistration into the name of Lender Agent or its designee in the normal coursenominee) and which are not otherwise received by LenderAgent, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesor other distributions of stock, (c) securities received as a result of split split-ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, securities and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender Agent is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender Agent by Borrower on the relevant payment date thereforfor any such distribution, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), 7.5) so long as Lender Agent is not then in DefaultDefault at the time of such payment. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed to by the parties) on the date of distribution and shall be considered such for all purposes, except that if the Loan has been terminated, Borrower shall forthwith deliver transfer the same to LenderAgent. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to in the full extent it would be so entitled if the Collateral had not been delivered to Lenderamount received by Agent. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) to Borrower by Lender to BorrowerAgent, upon the date of LenderAgent’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.67.5 hereof), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to Default at the extent that, as a result time of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7.such

Dividends, Distributions, Etc. 7.1 Lender (a) In accordance with Paragraph 5 of the Agreement (as amended herein) and paragraph 5 of Annex I, but subject to subparagraph (d) of this paragraph 16 of Annex I, Seller shall be entitled to receive an amount equal to all distributions made Income (including any return of capital in respect of the liquidation of the issuer thereof and any proceeds received upon the redemption of such Security by the issuer thereof) paid or distributed on or in respect of the Loaned Purchased Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are that is not otherwise received by LenderSeller, to the full extent it would be so entitled if the Loaned Purchased Securities had not been lent sold to BorrowerBuyer, includingexcept as provided in Paragraph 5 of the Agreement (as amended herein) and paragraph 5 of Annex I, with respect to Income paid as consideration for a redemption of the Purchased Securities. The parties expressly acknowledge and agree, for the avoidance of doubt, that Income shall include, but is not limited to: (ai) all property (including cash dividends and all other distributions of cash or property), (bii) stock dividends and bonus issuesdividends, (ciii) securities Securities received as a result of split ups of the Loaned Purchased Securities and distributions in respect thereof, and (d) interest payments, (eiv) all rights to purchase additional securities, and Securities (fexcept to the extent that any amounts included in the foregoing clauses (i) payments upon maturity or other redemptionthrough (iv) would be deemed to be Purchased Securities). 7.2 Any cash distributions made (b) Income paid or distributed on or in respect of the Loaned Purchased Securities, which Lender Seller is entitled to receive pursuant to Section 7.1subparagraph (a) of this paragraph, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in Default. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by the parties) and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender treated in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each Paragraph 5 of the foregoing at such time Agreement (as amended herein) and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination paragraph 5 of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent thatAnnex I, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 supplemented and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrowermodified herein. (c) Each party Any and all payments by Buyer to or for the account of Seller hereunder shall supply be made subject to deduction for any and all applicable future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of the Buyer, (i) income or franchise taxes imposed on (or measured by) its net income or net profits by the United States of America or by the jurisdiction (or any political subdivision of any such jurisdiction) under the laws of which Buyer is organized, in which its principal office (or other fixed place of business) is located or in which it is otherwise engaged in a trade or business as a result of transactions unrelated to the Transactions, (ii) any branch profits tax or any similar tax that is imposed on Buyer with respect to Buyer’s income or profits by any jurisdiction described in clause (i) above (all such non excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder being hereinafter referred to as “Non-Excluded Taxes”). Buyer shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. In the event that Buyer shall make a payment to or for the account of Seller that is subsequently determined to be subject to Non-Excluded Taxes, Seller shall promptly reimburse Buyer for the amount of such tax information Non-Excluded Taxes together with all costs and expenses associated therewith. (d) Notwithstanding anything to the contrary in Paragraph 5 of the Agreement (as may be requested by amended herein), paragraph 5 of Annex I or subparagraphs (a) (b) and (c) above, in the other event that Seller fails to enable pay Buyer the Price Differential or the amount specified in paragraph 14(b) of this Annex I on the related Price Differential Payment Date or Undrawn Fee Payment Date and such failure is not remedied on or before the third Business Day following such Price Differential Payment Date or Undrawn Fee Payment Date, then Buyer may, without exercising its option to declare an Event of Default to have occurred under the Agreement and only for as long as such failure is continuing, retain Income paid or distributed after such Price Differential Payment Date or Undrawn Fee Payment Date and apply it to effect the Borrower Payment amount of any accrued but unpaid Price Differential or Lender Payment amount specified in the required amount, computed as per the immediately preceding paragraphs paragraph 14(b) of this Section 7Annex I and, in each case, any interest thereon.

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled enti­ tled if the Loaned Securities had not been lent to Borrower, including, but not limited to: : (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesdividends, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, and (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower Borrower, on the relevant payment date thereforany such distribution is paid, in an amount equal to such cash distribution (subject to the provisions of Section 7.6)distri­ bution, so long as Lender is not then in DefaultDefault at the time of such payment. Non-cash distributions distrib­ utions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by on the parties) date of distrib­ ution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver transfer the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-non- cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered transferred to Lender. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder here­ under shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateralto Borrower by Lender, unless otherwise agreed) by Lender to Borrower, upon on the date of Lender’s receiptany such distribution is paid, in an amount equal to such s uch cash distribution (subject to the provision of Section 7.6)distribution, so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to Default at the extent that, as a result time of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8s uch payment. (a) If Unless otherwise agreed, if (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on o n Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and ), or (ii) BorrowerLender is required to make a payment (a “Lender Payment”) with respect to cash distributions on Collateral under Section 7.3 (“Collateral Distributions”), Borrower’s custodian and (iii) Borrower or Lender Lender, as the case may be (“Payor”) ), shall be required by law to collect any withholding or other tax tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (“Tax”), then Borrower Payor shall (subject to subsections (b) and (c) below), pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by the Lender for or Borrower, as the benefit of the Affected Accountcase may be (“Payee”), after payment of such Tax equals the net amount of the Securities Distribution o r Collateral Distribution that would have been received by the Affected Account if such Securities Distribution or Collateral Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofPayee. (b) If Lender is required No additional amounts shall be payable to make a payment Payee under subsection (“Lender Payment”a) with respect above to distributions the extent that Tax would have been imposed on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the a Securities Distribution o r Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by to the applicable issuer(s) to BorrowerPayee. (c) Each party No additional amounts shall supply be payable to a Payee under subsection (a) above to the other extent that such tax information as may be requested by Payee is entitled to an exemption from, or reduction in the other to enable it to effect the rate of, Tax on a Borrower Payment or Lender Payment subject to the provision of a certifi­ cate or other documentatio n, but has failed timely to provide such certificate or other documentation. (d) Each party hereto shall be deemed to represent that, as of the commencement of any Loan hereunder, no Tax would be imposed on any cash distribution paid to it with respect to (i) Loaned Securities subject to a Loan in which it is acting as Lender or (ii) Collateral for any Loan in which it is acting as Borrower, unless such party has given notice to the contrar y to the other party hereto (which notice shall specify the rate at which such Tax would be imposed). Each party agrees to notify the other of any change that occurs during the term of a Loan in the required amountrate of any Tax that would be imposed on any such cash distributions payable to it. 7.5 To the extent that, computed under the provisions of Sections 7.1 through 7.4 (a) a transfer of cash or other property by Borrower would give rise to a Margin Excess (as per defined in Section 8.3 below) or (b) a transfer of cash or other property b y Lender would give rise to a Margin Deficit (as defined in Section 8.2 below), Borrower or Lender (as the case may be) shall not be obligated to make such transfer of cash or other property in accordance with such Sections, but shall in lieu of such transfer immediately preceding paragraphs credit the amounts that would have been transferable under such Sections to the account of this Section 7Lender or Borrower (as the case may be).

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesdividends, (cC) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, and (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower Borrower, on the relevant payment date thereforany such distribution is paid, in an amount equal to such cash distribution (subject to the provisions of Section 7.6)distribution, so long as Lender is not then in DefaultDefault at the time of such payment. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver transfer the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered transferred to Lender. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateralto Borrower by Lender, unless otherwise agreed) by Lender to Borrower, upon on the date of Lender’s receiptany such distribution is paid, in an amount equal to such cash distribution (subject to the provision of Section 7.6)distribution, so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to Default at the extent that, as a result time of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8payment. (a) If Unless otherwise agreed, if (i) Borrower is required to make a payment (a “"Borrower Payment”") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“"Securities Distributions”) and "), or (ii) BorrowerLender is required to make a payment (a "Lender Payment") with respect to cash distributions on Collateral under Section 7.3 ("Collateral Distributions"), Borrower’s custodian and (iii) Borrower or Lender Lender, as the case may be (“"Payor”) "), shall be required by law to collect any withholding or other tax tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (“"Tax”"), then Borrower Payor shall (subject to subsections (b) and (C) below), pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by the Lender for or Borrower, as the benefit of the Affected Accountcase may be ("Payee"), after payment of such Tax equals the net amount of the Securities Distribution or Collateral Distribution that would have been received by the Affected Account if such Securities Distribution or Collateral Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofPayee. (b) If Lender is required No additional amounts shall be payable to make a payment Payee under subsection (“Lender Payment”a) with respect above to distributions the xtent that Tax would have been imposed on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the a Securities Distribution or Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by to the applicable issuer(s) to BorrowerPayee. (c) Each party No additional amounts shall supply be payable to a Payee under subsection (a) above to the other extent that such tax information as may be requested by Payee is entitled to an exemption from, or reduction in the other to enable it to effect the rate of, Tax on a Borrower Payment or Lender Payment subject to the provision of a certificate or other documentation, but has failed timely to provide such certificate or other documentation. (d) Each party hereto shall be deemed to represent that, as of the commencement of any Loan hereunder, no Tax would be imposed on any cash distribution paid to it with respect to (i) Loaned Securities subject to a Loan in which it is acting as Lender or (ii) Collateral for any Loan in which it is acting as Borrower, unless such party has given notice to the contrary to the other party hereto (which notice shall specify the rate at which such Tax would be imposed). Each party agrees to notify the other of any change that occurs during the term of a Loan in the required amountrate of any Tax that would be imposed on any such cash distributions payable to it. 7.5 To the extent that, computed under the provisions of Sections 7.1 through 7.4 (a) a transfer of cash or other property by Borrower would give rise to a Margin Excess (as per defined in Section 8.3 below) or (b) a transfer of cash or other property by Lender would give rise to a Margin Deficit (as defined in Section 8.2 below), Borrower or Lender (as the case may be) shall not be obligated to make such transfer of cash or other property in accordance with such Sections, but shall in lieu of such transfer immediately preceding paragraphs credit the amounts that would have been transferable under such Sections to the account of this Section 7Lender or Borrower (as the case may be).

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesdividends, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, and (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower Borrower, on the relevant payment date thereforany such distribution is paid, in an amount equal to such cash distribution (subject to the provisions of Section 7.6)distribution, so long as Lender is not then in DefaultDefault at the time of such payment. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver transfer the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered transferred to Lender. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder here- under shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateralto Borrower by Lender, unless otherwise agreed) by Lender to Borrower, upon on the date of Lender’s receiptany such distribution is paid, in an amount equal to such cash distribution (subject to the provision of Section 7.6)distribution, so long as Borrower is not then in DefaultDefault at the time of such payment. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent thatUnless otherwise agreed, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If if (i) Borrower is required to make a payment (a “"Borrower Payment”") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“"Securities Distributions”) and "), or (ii) BorrowerLender is required to make a payment (a "Lender Payment") with respect to cash distributions on Collateral under Section 7.3 ("Collateral Distributions"), Borrower’s custodian and (iii) Borrower or Lender Lender, as the case may be (“"Payor”) "), shall be required by law to collect any withholding or other tax tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (“"Tax”"), then Borrower Payor shall (subject to subsections (b) and (c) below), pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by the Lender for or Borrower, as the benefit of the Affected Accountcase may be ("Payee"), after payment of such Tax equals the net amount of the Securities Distribution or Collateral Distribution that would have been received by the Affected Account if such Securities Distribution or Collateral Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such the Payee. 7.4.1 No additional amounts which reflectshall be payable to a Payee under subsection (a) the value above to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account extent that Tax would otherwise have been imposed on a Securities Distribution or Collateral Distribution paid directly to the Payee. 7.4.2 No additional amounts shall be payable to a Payee under subsection (a) above to the extent that such Payee is entitled to had it not lent an exemption from, or reduction in the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make rate of, Tax on a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment subject to the provision of a certificate or other documentation, but has failed timely to provide such certificate or other documentation. 7.4.3 Each party hereto shall be deemed to represent that, as of the commencement of any Loan hereunder, no Tax would be imposed on any cash distribution paid to it with respect to (i) Loaned Securities subject to a Loan in which it is acting as Lender or (ii) Collateral for any Loan in which it is acting as Borrower, unless such party has given notice to the contrary to the other party hereto (which notice shall specify the rate at which such Tax would be imposed). Each party agrees to notify the other of any change that occurs during the term of a Loan in the required amountrate of any Tax that would be imposed on any such cash distributions payable to it. 7.5 To the extent that, computed under the provisions of Sections 7.1 through 7.4 (a) a transfer of cash or other property by Borrower would give rise to a Margin Excess (as per defined in Section 8.3 below) or (b) a transfer of cash or other property by Lender would give rise to a Margin Deficit (as defined in Section 8.2 below), Borrower or Lender (as the case may be) shall not be obligated to make such transfer of cash or other property in accordance with such Sections, but shall in lieu of such transfer immediately preceding paragraphs credit the amounts that would have been transferable under such Sections to the account of this Section 7Lender or Borrower (as the case may be).

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesdividends, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, and (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower Borrower, on the relevant payment date thereforany such distribution is paid, in an amount equal to such cash distribution (subject to the provisions of Section 7.6)distribution, so long as Lender is not then in DefaultDefault at the time of such payment. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver transfer the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered transferred to Lender. Any distributions of cash made May 1993 - Master Securities Loan Agreement - 4 on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateralto Borrower by Lender, unless otherwise agreed) by Lender to Borrower, upon on the date of Lender’s receiptany such distribution is paid, in an amount equal to such cash distribution (subject to the provision of Section 7.6)distribution, so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to Default at the extent that, as a result time of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8payment. (a) If Unless otherwise agreed, if (i) Borrower is required to make a payment (a “"Borrower Payment”") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“"Securities Distributions”) and "), or (ii) BorrowerLender is required to make a payment (a "Lender Payment") with respect to cash distributions on Collateral under Section 7.3 ("Collateral Distributions"), Borrower’s custodian and (iii) Borrower or Lender Lender, as the case may be (“"Payor”) "), shall be required by law to collect any withholding or other tax tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (“"Tax”"), then Borrower Payor shall (subject to subsections (b) and (c) below), pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by the Lender for or Borrower, as the benefit of the Affected Accountcase may be ("Payee"), after payment of such Tax equals the net amount of the Securities Distribution or Collateral Distribution that would have been received by the Affected Account if such Securities Distribution or Collateral Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofPayee. (b) If Lender is required No additional amounts shall be payable to make a payment Payee under subsection (“Lender Payment”a) with respect above to distributions the extent that Tax would have been imposed on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the a Securities Distribution or Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by to the applicable issuer(s) to BorrowerPayee. (c) Each party No additional amounts shall supply be payable to a Payee under subsection (a) above to the other extent that such tax information as may be requested by Payee is entitled to an exemption from, or reduction in the other to enable it to effect the rate of, Tax on a Borrower Payment or Lender Payment subject to the provision of a certificate or other documentation, but has failed timely to provide such certificate or other documentation. (d) Each party hereto shall be deemed to represent that, as of the commencement of any Loan hereunder, no Tax would be imposed on any cash distribution paid to it with respect to (i) Loaned Securities subject to a Loan in which it is acting as Lender or (ii) Collateral for any Loan in which it is acting as Borrower, unless such party has given notice to the contrary to the other party hereto (which notice shall specify the rate at which such Tax would be imposed). Each party agrees to notify the other of any change that occurs during the term of a Loan in the required amountrate of any Tax that would be imposed on any such cash distributions payable to it. 7.5 To the extent that, computed under the provisions of Sections 7.1 through 7.4 (a) a transfer of cash or other property by Borrower would give rise to a Margin Excess (as per defined in Section 8.3 below) or (b) a transfer of cash or other property by Lender would give rise to a Margin Deficit (as defined in Section 8.2 below), Borrower or Lender (as the case may be) shall not be obligated to make such transfer of cash or other property in accordance with such Sections, but shall in lieu of such transfer immediately preceding paragraphs credit the amounts that would have been transferable under such Sections to the account of this Section 7.Lender or Borrower (as the case may be). May 1993 - Master Securities Loan Agreement - 5

Dividends, Distributions, Etc. 7.1 Lender (a) In accordance with Paragraph 5 of the Agreement, but subject to paragraph 5 and paragraph 13(d) of this Annex I, Seller shall be entitled to receive an amount equal to all distributions made Income paid or distributed on or in respect of the Loaned Purchased Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are that is not otherwise received by LenderSeller, to the full extent it would be so entitled if the Loaned Purchased Securities had not been lent sold to BorrowerBuyer, includingexcept as provided in paragraph 5 of this Annex I with respect to Income paid as consideration for a redemption of the Purchased Securities. The parties expressly acknowledge and agree, for the avoidance of doubt, that Income shall include, but is not limited to: (ai) all property (including cash dividends and all other distributions of cash or property), (bii) stock dividends and bonus issuesdividends, (ciii) securities Securities received as a result of split ups of the Loaned Purchased Securities and distributions in respect thereof, and (d) interest payments, (eiv) all rights to purchase additional securities, and Securities (fexcept to the extent that any amounts included in the foregoing clauses (i) payments upon maturity or other redemptionthrough (iv) would be deemed to be Purchased Securities). 7.2 Any cash distributions made (b) Cash Income paid or distributed on or in respect of the Loaned Purchased Securities, which Lender Seller is entitled to receive pursuant to Section 7.1subparagraph (a) of this paragraph, shall be paid by treated in accordance with Paragraph 5 of the transfer Agreement, as supplemented and modified herein. Notwithstanding Paragraph 5 of cash (denominated in the currency of issue for the Loaned SecuritiesAgreement, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in Default. Nonnon-cash distributions Income received by Borrower Buyer shall be added to the Loaned Purchased Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such as additional Purchased Securities for all purposes, except that if subject to Buyer’s obligation to transfer Purchased Securities to Seller upon termination of the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender relevant Transaction in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each the terms of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to BorrowerAgreement. (c) Each party Any and all payments by Buyer to or for the account of Seller hereunder shall supply be made subject to deduction for any and all applicable future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of the Buyer, (i) income or franchise taxes imposed on (or measured by) its net income or net profits by the United States of America or by the jurisdiction (or any political subdivision of any such jurisdiction) under the laws of which Buyer is organized, in which its principal office (or other fixed place of business) is located or in which it is otherwise engaged in a trade or business as a result of transactions unrelated to the Transactions, (ii) any branch profits tax or any similar tax that is imposed on Buyer with respect to Buyer’s income or profits by any jurisdiction described in clause (i) above (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder being hereinafter referred to as “Non-Excluded Taxes”). Buyer shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. In the event that Buyer shall make a payment to or for the account of the Seller that is subsequently determined to be subject to Non-Excluded Taxes, Seller shall promptly reimburse Buyer for the amount of such tax information Non-Excluded Taxes together with all costs and expenses associated therewith. (d) Notwithstanding anything to the contrary in paragraph 5 of this Annex I or subparagraphs (a) (b) and (c) above, in the event that Seller fails to pay Buyer the Price Differential or the amount specified in paragraph 11(b) of this Annex I on the related Price Differential Payment Date or Undrawn Fee Payment Date and such failure is not remedied on or before the third Business Day following such Price Differential Payment Date or Undrawn Fee Payment Date, then Buyer may, without exercising its option to declare an Event of Default to have occurred under the Agreement and only for as may be requested by the other to enable long as such failure is continuing, retain Income paid or distributed after such Price Differential Payment Date or Undrawn Fee Payment Date and apply it to effect the Borrower Payment amount of any accrued but unpaid Price Differential or Lender Payment amount specified in the required amount, computed as per the immediately preceding paragraphs paragraph 11(b) of this Section 7Annex I and, in each case, any interest thereon.

Dividends, Distributions, Etc. 7.1 Lender If, while this Agreement is in effect, Pledgor shall be become entitled to receive all distributions or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization, merger or consolidation), or any options or rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Interests, Pledgor agrees to accept the same as Pledgee's agent and to hold the same in trust for Pledgee, and to deliver the same forthwith to Pledgee in the exact form received, with the indorsement of Pledgor when necessary and/or appropriate undated assignments separate from certificate duly executed in blank, to be held by Pledgee as additional collateral security for the Liabilities. In case any distribution of capital shall be made to Pledgor on or in respect of the Loaned Securities Pledged Interests or any property shall be distributed to Pledgor upon or with respect to the record dates for which occur during Pledged Interests pursuant to the term recapitalization or reclassification of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination capital of the Loan but prior issuer thereof or pursuant to re-registration thereof the reorganization, merger or consolidation thereof, the property so distributed shall be delivered by Pledgor to Pledgee to be held by Pledgee as additional collateral security for the Liabilities. Other than as set forth in the name preceding sentence, all sums of Lender money and property so paid or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issues, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or distributed in respect of the Loaned SecuritiesPledged Interests which are received by Pledgor shall, which Lender is entitled until paid or delivered to receive pursuant to Section 7.1Pledgee, shall be paid held by the transfer of cash (denominated Pledgor in the currency of issue trust as additional collateral security for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in DefaultLiabilities. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by the parties) and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, providedProvided, however, that Pledgor shall not accept on behalf of Pledgee any Borrower Payment shall also take into account such dividends or distributions from Subsidiary in the form of membership interests or other equity interests if the effect of such acceptance would increase Pledgee's equity holdings in Subsidiary above sixty-five percent (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower65%) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofissued and outstanding membership interests of Subsidiary. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7.

Dividends, Distributions, Etc. 7.1 Lender Agent, acting on behalf of Principal, shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or which occur on a date following the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in any reregistration into the name of Lender Agent or its designee in the normal coursenominee) and which are not otherwise received by LenderAgent, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesor other distributions of stock, (c) securities received as a result of split split-ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, securities and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender Agent is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender Agent by Borrower on the relevant payment date thereforfor any such distribution, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), 7.5) so long as Lender Agent is not then in DefaultDefault at the time of such payment. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed to by the parties) on the date of distribution and shall be considered such for all purposes, except that if the Loan has been terminated, Borrower shall forthwith deliver transfer the same to LenderAgent. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to in the full extent it would be so entitled if the Collateral had not been delivered to Lenderamount received by Agent. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) to Borrower by Lender to BorrowerAgent, upon the date of Lender’s Agent's receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.67.5 hereof), so long as Borrower is not then in DefaultDefault at the time of such payment. To the extent Borrower instructs Agent to remit such cash distributions to a third party, the provisions of the Funds Transfer Standing Instructions (Schedule C) shall apply. 7.5 Lender 7.4 So long as Loaned Securities have not been returned to Agent and re-registered in the name of Agent or a nominee, the parties agree that all rights arising in respect of consolidations, redemptions, takeovers, conversions, subdivisions, preemptions, options or other rights shall not be required for the benefit of Agent and shall be deemed to take have been exercised for the benefit of Agent in accordance with Agent's instructions to Borrower, provided however that Borrower shall timely seek instructions from Agent with respect to each of the foregoing so as to be able to act in accordance therewith. Borrower's obligation to remit any action pursuant to Section 7.4 to such distributions or the extent that, as a result equivalent value of such actionrights shall be in accordance with the giving of full effect to such instructions, irrespective of whether or not Borrower would become obligated to transfer Collateral to Lender under Section 8has complied with such instructions. (a) If Unless otherwise agreed, if (i) Borrower is required to make a payment (a “"Borrower Payment”") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“"Securities Distributions”) "), and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by there is a requirement under law to collect for any withholding or other tax required tax, duty, fee, levy or charge to be deducted or withheld from such Borrower Payment (“"Tax”"), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender the Agent for the benefit of the Affected AccountPrincipal, after payment of such Tax Tax, equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, provided however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) Principal of any tax refund, reclaim or credit which such Affected Account Principal would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofBorrower. (b) If Lender Agent is required to make a payment (“Lender "Agent Payment”") with respect to distributions on non-cash Collateral under Section 7.4 7.3 (“"Collateral Distributions”"), Lender Agent shall pay to Borrower the lesser of (i) the net amount of the Collateral Distribution which that Borrower would have received had it not pledged the transferred such non-cash Collateral and such Collateral Distribution had instead been paid directly to Borrower by the applicable issuer(sissuer, or (ii) to Borrowerthe amount received by Agent as provided in Section 7.3 above. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7.

Dividends, Distributions, Etc. 7.1 Lender Agent, acting on behalf of Principal, shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or which occur on a date following the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in any reregistration into the name of Lender Agent or its designee in the normal coursenominee) and which are not otherwise received by LenderAgent, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesor other distributions of stock, (c) securities received as a result of split split-ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, securities and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender Agent is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender Agent by Borrower on the relevant payment date thereforfor any such distribution, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), 7.5) so long as Lender Agent is not then in DefaultDefault at the time of such payment. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed to by the parties) on the date of distribution and shall be considered such for all purposes, except that if the Loan has been terminated, Borrower shall forthwith deliver transfer the same to LenderAgent. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to in the full extent it would be so entitled if the Collateral had not been delivered to Lenderamount received by Agent. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) to Borrower by Lender to BorrowerAgent, upon the date of LenderAgent’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.67.5 hereof), so long as Borrower is not then in DefaultDefault at the time of such payment. To the extent Borrower instructs Agent to remit such cash distributions to a third party, the provisions of the Funds Transfer Standing Instructions (Schedule C) shall apply. 7.5 Lender 7.4 So long as Loaned Securities have not been returned to Agent and re-registered in the name of Agent or a nominee, the parties agree that all rights arising in respect of consolidations, redemptions, takeovers, conversions, subdivisions, preemptions, options or other rights shall not be required for the benefit of Agent and shall be deemed to take have been exercised for the benefit of Agent in accordance with Agent’s instructions to Borrower, provided however that Borrower shall timely seek instructions from Agent with respect to each of the foregoing so as to be able to act in accordance therewith. Borrower’s obligation to remit any action pursuant to Section 7.4 to such distributions or the extent that, as a result equivalent value of such actionrights shall be in accordance with the giving of full effect to such instructions, irrespective of whether or not Borrower would become obligated to transfer Collateral to Lender under Section 8has complied with such instructions. (a) If Unless otherwise agreed, if (i) Borrower is required to make a payment (a “"Borrower Payment”") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“"Securities Distributions”) "), and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by there is a requirement under law to collect for any withholding or other tax required tax, duty, fee, levy or charge to be deducted or withheld from such Borrower Payment (“"Tax”"), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender the Agent for the benefit of the Affected AccountPrincipal, after payment of such Tax Tax, equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, provided however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) Principal of any tax refund, reclaim or credit which such Affected Account Principal would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofBorrower. (b) If Lender Agent is required to make a payment (“Lender "Agent Payment”") with respect to distributions on non-cash Collateral under Section 7.4 7.3 (“"Collateral Distributions”"), Lender Agent shall pay to Borrower the lesser of (i) the net amount of the Collateral Distribution which that Borrower would have received had it not pledged the transferred such non-cash Collateral and such Collateral Distribution had instead been paid directly to Borrower by the applicable issuer(sissuer, or (ii) to Borrowerthe amount received by Agent as provided in Section 7.3 above. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7.

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of If the Loaned Securities the record dates for which occur Company at any time during the term of the Loan (or the Adjustment Period shall fix a record date for which occurs at the making of a time following return dividend or other distribution (other than (i) a Stock Dividend covered by Subsection 11a) or (ii) cash dividends payable in accordance with an established policy of Loaned Securities upon termination regular or ordinary course dividend payments) to the holders of all or substantially all of the Loan but Common Shares (collectively, a “Distribution”) of: (i) any evidences of its indebtedness or any other securities or property of any nature whatsoever (other than Common Shares); or (ii) any options, warrants or other rights to subscribe for or purchase any of the following: any evidences of its indebtedness or any other securities or property of any nature whatsoever (other than Common Shares); then, in each such case, the Exercise Price in effect immediately prior to re-registration thereof the close of business on such record date shall be adjusted effective immediately thereafter to a price determined by multiplying the Exercise Price in effect on such record date by the quotient of (x) the product of the number of Common Shares outstanding as of the close of business on such record date and the Market Price (as defined below) of the Common Shares on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company) to the holders of Common Shares of such evidences of indebtedness or other securities or property so issued or distributed in the name Distribution, divided by (y) the product of Lender the number of Common Shares outstanding as of the close of business on such record date and the Market Price of the Common Shares on such record date. In the event that a Distribution contemplated by this Subsection 11c) is not made, the Exercise Price then in effect shall be readjusted, effective as of the date when the Board of Directors of the Company determines not to distribute such evidences of indebtedness, securities, property, options, warrants or its designee in rights, as the normal course) and which are not otherwise received by Lendercase may be, to the full extent it Exercise Price that would then be so entitled in effect upon exercise of this Warrant if the Loaned Securities such record date had not been lent fixed. In any such event referred to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or propertyin this Subsection 11c), (b) stock dividends and bonus issues, (c) securities received the number of Common Shares issuable upon exercise of each Warrant as a result of split ups of in effect immediately prior to the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of Exercise Price adjustment contemplated by the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, foregoing shall be paid adjusted immediately thereafter to the amount determined by multiplying such number by the transfer quotient of cash (denominated x) the Exercise Price in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal effect immediately prior to such cash distribution Exercise Price adjustment divided by (subject to y) the provisions of Section 7.6), so long as Lender is not then in Default. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by the parties) and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely Exercise Price determined in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructionsExercise Price adjustment. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7.

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesdividends, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, and (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower Borrower, on the relevant payment date thereforany such distribution is paid, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), distribution. so long as Lender is not then in DefaultDefault at the time of such payment. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver transfer the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered transferred to Lender. Any distributions of cash made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateralto Borrower by Lender, unless otherwise agreed) by Lender to Borrower, upon on the date of Lender’s receiptany such distribution is paid, in an amount equal to such cash distribution (subject to the provision of Section 7.6)distribution, so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to Default at the extent that, as a result time of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8payment. (a) If Unless otherwise agreed, it (i) Borrower is required to make a payment (a “"Borrower Payment”") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“"Securities Distributions”) and "), or (ii) BorrowerLender is required to make a payment (a 'Lender Payment") with respect to cash distributions on Collateral under Section 7.3 (" Collateral Distributions"), Borrower’s custodian and (iii) Borrower or Lender Lender, as the case may be (“Payor”) "Payee"), shall be required by law to collect any withholding or other tax tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (“"Tax”"), then Borrower Payor shall (subject to subsections (b) and (c) below), pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by the Lender for or Borrower, as the benefit of the Affected Accountcase may be ("Payee"), after payment of such Tax equals the net amount of the Securities Distribution or Collateral Distribution that would have been received by the Affected Account if such Securities Distribution or Collateral Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofPayee. (b) If Lender is required No additional amounts shall be payable to make a payment Payee under subsection (“Lender Payment”a) with respect above to distributions the extent that Tax would have been imposed on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the a Securities Distribution or Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by to the applicable issuer(s) to BorrowerPayee. (c) Each party No additional amounts shall supply be payable to a Payee under subsection (a) above to the other extent that such tax information as may be requested by Payee is entitled to an exemption from, or reduction in the other to enable it to effect the rate of, Tax on a Borrower Payment or Lender Payment subject to the provision of a certificate or other documentation, but has failed timely to provide such certificate or other documentation. (d) Each party hereto shall be deemed to represent that, as of the commencement of any Loan hereunder, no Tax would be imposed on any cash distribution paid to it with respect to (i) Loaned Securities subject to a Loan in which it is acting as Lender or (ii) Collateral for any Loan in which it is acting as Borrower, unless such party has given notice to the contrary to the other party hereto (which notice shall specify the rate at which such Tax would be imposed). Each party agrees to notify the other of any change that occurs during the term of a Loan in the required amountrate of any Tax that would be imposed on any such cash distributions payable to it. 7.5 To the extent that, computed under the provisions of Sections 7.1 through 7.4 (a) a transfer of cash or other property by Borrower would give rise to a Margin Excess (as per defined in Section 8.3 below) or (b) a transfer of cash or other property by Lender would give rise to a Margin Deficit (as defined in Section 8.2 below). Borrower or Lender (as the case may be) shall not be obligated to make such transfer of cash or other property in accordance with such Sections, but shall in lieu of such transfer immediately preceding paragraphs credit the amounts that would have been transferable under such Sections to the account of this Section 7Lender or Borrower (as the case may be).

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions made on or in respect of the Loaned Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issuesdividends, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, and (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions distribution made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) to Lender by Borrower Borrower, on the relevant payment date thereforany such distribution is paid, in an amount equal to such cash distribution (subject to the provisions of Section 7.6)distribution, so long as Lender is not then in DefaultDefault (except if such Default resulted solely from an event described in Section 11.3 hereof) at the time of such payment. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver transfer the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash noncash Collateral the record or payment dates for which occur during the term of the Loan and which that are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered transferred to Lender. Any distributions of cash made on or in respect of such Collateral which that Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateralto Borrower by Lender, unless otherwise agreed) by Lender to Borrower, upon on the date of Lender’s receiptany such distribution is paid, in an amount equal to such cash distribution (subject to the provision of Section 7.6)distribution, so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Default (except if such Default resulted solely from an event described in Section 7.4 to 11.3 hereof) at the extent that, as a result time of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8payment. (a) If Unless otherwise agreed, if (i) Borrower is required to make a payment (a “Borrower Payment”"BORROWER PAYMENT") with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and "SECURITIES DISTRIBUTIONS"), or (ii) BorrowerLender is required to make a payment (a "LENDER PAYMENT") with respect to cash distributions on Collateral under Section 7.3 ("COLLATERAL DISTRIBUTIONS"), Borrower’s custodian and (iii) Borrower or Lender Lender, as the case may be (“Payor”) "PAYOR"), shall be required by law to collect any withholding or other tax tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (“Tax”"TAX"), then Borrower Payor shall (subject to subsections (b) and (c) below), pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by the Lender for or Borrower, as the benefit of the Affected Accountcase may be ("PAYEE"), after payment of such Tax equals the net amount of the Securities Distribution or Collateral Distribution that would have been received by the Affected Account if such Securities Distribution or Collateral Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofPayee. (b) If Lender is required Noadditional amounts shall be payable to make a payment Payee under subsection (“Lender Payment”a) with respect above to distributions the extent that Tax would have been imposed on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the a Securities Distribution or Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by to the applicable issuer(s) to BorrowerPayee. (c) Each party No additional amounts shall supply be payable to a Payee under subsection (a) above to the other extent that such tax information as may be requested by Payee is entitled to an exemption from, or reduction in the other to enable it to effect the rate of, Tax on a Borrower Payment or Lender Payment subject to the provision of a certificate or other documentation, but has failed timely to provide such certificate or other documentation. 7.5 To the extent that, under the provisions of Sections 7.1 through 7.4, (a) a transfer of cash or other property by Borrower would give rise to a Margin Excess (as defined in Section 8.3 below) or (b) a transfer of cash or other property by Lender would give rise to a Margin Deficit (as defined in Section 8.2 below), Borrower or Lender (as the required amountcase may be) shall not be obligated to make such transfer of cash or other property in accordance with such Sections, computed but shall in lieu of such transfer immediately credit the amounts that would have been transferable under such Sections to the account of Lender or Borrower (as per the immediately preceding paragraphs of this Section 7case may be).

Dividends, Distributions, Etc. 7.1 Lender (a) In accordance with Paragraph 5 of the Agreement, Seller shall be entitled to receive an amount equal to all distributions made Income paid or distributed on or in respect of the Loaned Purchased Securities the record dates for which occur during the term of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) and which are that is not otherwise received by LenderSeller, to the full extent it would be so entitled if the Loaned Purchased Securities had not been lent sold to BorrowerBuyer. The parties expressly acknowledge and agree, includingfor the avoidance of doubt, that such Income shall include, but is not limited to: (ai) all property (including cash dividends and all other distributions of cash or property), (bii) stock dividends and bonus issuesdividends, (ciii) securities Securities received as a result of split ups of the Loaned Purchased Securities and distributions in respect thereof, and (d) interest payments, (eiv) all rights to purchase additional securities, and Securities (fexcept to the extent that any amounts included in the foregoing clauses (i) payments upon maturity or other redemptionthrough (iv) would be deemed to be Purchased Securities under paragraph 2 of this Annex I). 7.2 Any cash distributions made (b) Cash Income paid or distributed on or in respect of the Loaned Purchased Securities, which Lender Seller is entitled to receive pursuant to Section 7.1subparagraph (a) of this paragraph, shall be paid by treated in accordance with Paragraph 5 of the transfer Agreement, as amended herein. Notwithstanding Paragraph 5 of cash (denominated in the currency of issue for the Loaned SecuritiesAgreement, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in Default. Nonnon-cash distributions Income received by Borrower Buyer shall be added to the Loaned Purchased Securities (unless otherwise agreed by on the parties) date of distribution and shall be considered such for all purposes, except that if subject to Buyer’s obligation to transfer Purchased Securities to Seller upon termination of the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender relevant Transaction in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each the terms of the foregoing at Agreement. Buyer shall pay to Seller such time and in such manner amount as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”pay pursuant to paragraph 11(a) with respect to cash distributions free and clear and without deduction on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect account of any withholding tax or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, taxes; provided, however, that any Borrower Payment shall also take into account (in the event Buyer has obtained and Borrower shall pay such additional amounts which reflect) furnished to Seller an opinion of nationally recognized tax counsel in the value relevant jurisdiction to the Affected Account (effect that as notifieda result of a change in law occurring after the Original Purchase Date, orally or in writing, by Lender to Borrower) of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender Buyer is required to make a payment (“Lender Payment”) with respect to distributions deduct amounts on Collateral under Section 7.4 (“Collateral Distributions”)account of withholding tax or other taxes from such payments, Lender shall the expense of which opinion being shared equally by Buyer and Seller, then Buyer may deduct and pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and relevant governmental authority any such Collateral Distribution had instead been paid directly by the applicable issuer(s) taxes (without any obligation to Borrowerpay any additional amounts in respect thereof). (c) Each party shall supply Notwithstanding paragraph 3(a) of this Annex I and subparagraphs (a) and (b) above, in the event that Seller fails to pay Buyer the Price Differential on the related Price Differential Payment Date and such failure is not remedied on or before the fifth calendar day following the related Price Differential Payment Date or, if such fifth calendar day is not a Business Day, the immediately succeeding Business Day, then Buyer may, without exercising its option to declare an Event of Default to have occurred under the Agreement, retain Income paid or distributed after such Price Differential Payment Date and apply it to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs amount of this Section 7any accrued but unpaid Price Differential and any interest thereon.

Dividends, Distributions, Etc. 7.1 Lender shall be entitled to receive all distributions Distributions made on or in respect of the Loaned Securities the record dates for which occur are during the term of the Loan (or during the record date for which occurs at a time following return term of possession of the Loaned Securities upon termination of the Loan but prior to re-registration thereof in the name of Lender or its designee in the normal course) by Borrower and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to the Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issues, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions Distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 7.1, shall be paid by the transfer of cash (denominated in the currency of issue for the Loaned Securities, unless otherwise agreed) due and payable to Lender by Borrower on the relevant payment payable date therefor, in an amount equal to such cash distribution (subject to as provided for by the provisions of Section 7.6), issuer thereof so long as Lender is not then in DefaultDefault at the time of such receipt. Non-Borrower shall forthwith upon such date and without demand pay to Lender such cash distributions Distributions together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest is paid in full. Noncash Distributions received by Borrower on or in respect of the Loaned Securities shall be retained by the Borrower and added to the Loaned Securities (unless otherwise agreed on the payable date as provided for by the parties) issuer thereof and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions Distributions made on or in respect of non-non- cash Collateral Collateral, the record or payment dates for which occur are during the term of the Loan or during the term of possession of such Collateral by Lender and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. . 7.4 Any distributions cash Distributions made on or in respect of such non-cash Collateral which Borrower is entitled to receive hereunder shall be paid due and payable by Xxxxxx to Borrower forthwith upon the payable date as provided for by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), issuer thereof so long as Borrower is not in Default at that time. Lender shall forthwith upon such date and without demand pay to Borrower such cash Distributions together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest is paid in full. Non-cash Distributions received by Lender on or in respect of the Collateral shall be retained by the Lender and added to the Collateral on the payable date as provided for by the issuer thereof and shall be considered such for all purposes, except that if the Loan has then in Defaultbeen terminated, Lender shall forthwith deliver the same to Borrower. 7.5 For greater certainty, it is acknowledged that all Distributions made on or in respect of cash Collateral shall be for the account of Lender and shall not be required to take any action pursuant to Section 7.4 retained by Lender. 7.6 Borrower acknowledges and agrees that all voting rights, options, conversion privileges and other rights or benefits attaching to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral Loaned Securities accrue to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on as legal and beneficial owner of the Loaned Securities under Sections 7.1 and 7.2 (“as if the Loaned Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have had not been received by the Affected Account if such Securities Distribution had been paid directly to it, provided, however, that any Borrower Payment shall also take into account (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, lent by Lender to Borrower; and Borrower shall exercise all such rights and privileges for and on behalf of Lender in accordance with the written instructions of Lender. Such written instructions of Xxxxxx must be actually received by Borrower at least five (5) business days prior to the final date for the taking of any tax refund, reclaim or credit which such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereof. (b) If Lender is action required to make exercise such right or privilege, or, for other than voting rights, such lesser period of notice as the relevant regulatory authority may prescribe for the trading and settlement of securities in connection with the exercise of such right or privilege as if Lender were a payment (“Lender Payment”) with respect member who failed to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender receive. All such notices shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment given in the required amount, computed as per the immediately preceding paragraphs of this Section 7normal manner and in sufficient time to allow Borrower to act accordingly.

Dividends, Distributions, Etc. 7.1 Lender Subject to Article V, if, while ----------------------------- this Agreement is in effect, Pledgor shall be become entitled to receive all distributions or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a stock distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization, merger or consolidation), or any options or rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Shares, Pledgor agrees to accept the same as Pledgee's agent and to hold the same in trust for Pledgee, and to deliver the same forthwith to Pledgee in the exact form received, with the indorsement of Pledgor when necessary and/or appropriate undated stock powers duly executed in blank, to be held by Pledgee as additional collateral security for the Liabilities. In case any distribution of capital shall be made to Pledgor on or in respect of the Loaned Securities Pledged Shares or any property shall be distributed to Pledgor upon or with respect to the record dates for which occur during Pledged Shares pursuant to the term recapitalization or reclassification of the Loan (or the record date for which occurs at a time following return of Loaned Securities upon termination capital of the Loan but prior issuer thereof or pursuant to re-registration thereof the reorganization, merger or consolidation thereof, the property so distributed shall be delivered by Pledgor to Pledgee to be held by Pledgee as additional collateral security for the Liabilities. Other than as set forth in the name preceding sentence, all sums of Lender money and property so paid or its designee in the normal course) and which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower, including, but not limited to: (a) all property (including cash dividends and all other distributions of cash or property), (b) stock dividends and bonus issues, (c) securities received as a result of split ups of the Loaned Securities and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional securities, and (f) payments upon maturity or other redemption. 7.2 Any cash distributions made on or distributed in respect of the Loaned SecuritiesPledged Shares which are received by Pledgor shall, which Lender is entitled until paid or delivered to receive pursuant to Section 7.1Pledgee, shall be paid held by the transfer of cash (denominated Pledgor in the currency of issue trust as additional collateral security for the Loaned Securities, unless otherwise agreed) to Lender by Borrower on the relevant payment date therefor, in an amount equal to such cash distribution (subject to the provisions of Section 7.6), so long as Lender is not then in DefaultLiabilities. Non-cash distributions received by Borrower shall be added to the Loaned Securities (unless otherwise agreed by the parties) and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith deliver the same to Lender. 7.3 So long as Loaned Securities have not been returned to Lender and re-registered in the name of Lender or its nominee, the parties agree that all rights arising in respect of conversions, subdivisions, consolidations, redemptions, takeovers, preemptions, options or other rights shall be for the benefit of Lender and shall be deemed to have been exercised for the benefit of Lender in accordance with Lender’s prior instructions to Borrower. Borrower will use its best efforts to seek instructions from Lender with respect to each of the foregoing at such time and in such manner as to be able to act timely in accordance with such instructions. Borrower’s obligation to remit distributions and to return Loaned Securities upon the termination of the Loan shall be made after giving full effect to such instructions, irrespective of the extent of Borrower’s compliance with such instructions. 7.4 Borrower shall be entitled to receive all cash distributions made on or in respect of non-cash Collateral the record or payment dates for which occur during the term of the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive hereunder shall be paid by the transfer of cash (denominated in the currency of issue of the non-cash Collateral, unless otherwise agreed) by Lender to Borrower, upon the date of Lender’s receipt, in an amount equal to such cash distribution (subject to the provision of Section 7.6), so long as Borrower is not then in Default. 7.5 Lender shall not be required to take any action pursuant to Section 7.4 to the extent that, as a result of such action, Borrower would become obligated to transfer Collateral to Lender under Section 8. (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash distributions on Loaned Securities under Sections 7.1 and 7.2 (“Securities Distributions”) and (ii) Borrower, Borrower’s custodian or Lender (“Payor”) shall be required by law to collect any withholding or other tax required to be deducted or withheld from such Borrower Payment (“Tax”), then Borrower shall pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment received by Lender for the benefit of the Affected Account, after payment of such Tax equals the net amount of the Securities Distribution that would have been received by the Affected Account if such Securities Distribution had been paid directly to it, providedProvided, however, that Pledgor shall not accept on behalf of Pledgee any Borrower Payment shall also take into account such dividends or distributions from a Foreign Subsidiary in the form of stock or other equity interests if the effect of such acceptance would increase Pledgee's equity holdings in such Foreign Subsidiary above sixty-five percent (and Borrower shall pay such additional amounts which reflect) the value to the Affected Account (as notified, orally or in writing, by Lender to Borrower65%) of any tax refund, reclaim or credit which the issued and outstanding capital stock of such Affected Account would otherwise have been entitled to had it not lent the securities to Borrower but instead had retained ownership thereofForeign Subsidiary. (b) If Lender is required to make a payment (“Lender Payment”) with respect to distributions on Collateral under Section 7.4 (“Collateral Distributions”), Lender shall pay to Borrower the net amount of the Collateral Distribution which Borrower would have received had it not pledged the Collateral and such Collateral Distribution had instead been paid directly by the applicable issuer(s) to Borrower. (c) Each party shall supply to the other such tax information as may be requested by the other to enable it to effect the Borrower Payment or Lender Payment in the required amount, computed as per the immediately preceding paragraphs of this Section 7.