Common use of Fees and Taxes Clause in Contracts

Fees and Taxes. 8.1 The Parties shall agree on the basis and amount of compensation to be paid in respect of any Securities Loan hereunder at the time such Securities Loan is entered into by the Parties. 8.2 The Parties shall agree on the basis and amount of compensation to be paid in respect of any Cash Loan hereunder at the time such Cash Loan is entered into by the Parties. 8.3 To the extent the Borrower fails to deliver any portion of the Securities Loan Collateral required by Section 3 and Section 5 hereof to State Street within the time period required by Section 3.1 hereof, the Borrower shall pay interest to State Street on the aggregate notional amount of such Securities Loan Collateral that has not been delivered at a rate equal to one hundred (100) basis points from the date such Securities Loan Collateral was required to be delivered to State Street until the date such Securities Loan Collateral is delivered to State Street in accordance with Section 3.1 hereof. The foregoing sentence shall not affect State Street’s rights under Section 12 and Section 13 of this Agreement. 8.4 The Borrower shall pay compensation for any securities transaction effected pursuant to Section 4.6 hereof (i) by any Broker-Dealer Affiliate of State Street, in an amount not to exceed the brokerage commission rates set forth on Schedule B hereto, which exhibit may be amended from time to time by State Street upon ten (10) days prior written notice to the Borrower, and (ii) by any third party Broker-Dealer, in an amount equal to such customary brokerage commissions and fees charged by such Broker Dealer. 8.5 The Borrower shall pay compensation for any foreign exchange transaction entered into with State Street on behalf of the Borrower pursuant to this Agreement in accordance with the provisions of Section 20. 8.6 The Borrower shall pay and indemnify and hold State Street harmless against all costs, including any and all Taxes, incurred hereunder by State Street in connection with any transfers hereunder by either the Borrower or State Street of any of the Borrowed Securities, including any rights with respect thereto, Cash Loans, Cash Loan Collateral or Custodial Collateral. 8.7 The Borrower shall ensure that this Agreement and all instruments of transfer of any Borrowed Securities and Securities Loan Collateral provided or returned pursuant to the terms of this Agreement have been duly stamped in accordance with all applicable legislation and all other legal, regulatory, self-regulatory organization or stock exchange requirements and are otherwise freely transferable in the recognized securities trading market. 8.8 Unless otherwise agreed, all monies payable by the Borrower to State Street under this Agreement or any Collateral Documents or in respect of any Securities Loan or Cash Loan by State Street shall be paid free and clear of, and without withholding or deduction for, any Taxes of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such Taxes is required by law. If the withholding or deduction of Taxes is required by law of the jurisdiction of domicile of the Borrower, the Borrower shall pay such additional amounts as will result in the net amounts receivable by State Street, after taking account of such withholding or deduction, being equal to such amounts as would have been received by State Street had no such Taxes been withheld or deducted. 8.9 The Borrower will indemnify and hold State Street harmless from and against any liability, loss or expense related to any Taxes that might be or are assessed against State Street by any authority in the jurisdiction of domicile of the Borrower having power to tax with respect to any payments made, or deemed to have been made, by the Borrower under this Agreement or any Collateral Documents. The Borrower agrees that it will not seek reimbursement for any such Taxes from State Street or any contributions by State Street with respect to the same. 8.10 The Borrower covenants that it shall comply with all relevant legislation, regulations and interpretative guidance in respect thereof concerning the taxation of securities lending arrangements so that neither State Street nor any Custodian incurs any Taxes arising out of the loan of Borrowed Securities to the Borrower and the return of Equivalent Securities. 8.11 The Borrower agrees that all fees to be paid by the Borrower to State Street under this Agreement shall be paid in United States Dollars or such other currency as may be designated from time to time by State Street.

Fees and Taxes. 8.1 The Parties shall agree on the basis and amount of compensation to be paid in respect of any Securities Loan hereunder at the time such Securities Loan is entered into by the Parties. 8.2 The Parties shall agree on the basis and amount of compensation to be paid in respect of any Cash Loan hereunder at the time such Cash Loan is entered into by the Parties[RESERVED.] 8.3 To the extent the Borrower fails to deliver any portion of the Securities Loan Collateral required by Section 3 and Section 5 hereof to State Street within the time period required by Section 3.1 hereof, the Borrower shall pay interest to State Street on the aggregate notional amount of such Securities Loan Collateral that has not been delivered at a rate equal to one hundred (100) Federal Funds Open plus 100 basis points from the date such Securities Loan Collateral was required to be delivered to State Street until the date such Securities Loan Collateral is delivered to State Street in accordance with Section 3.1 hereof. The foregoing sentence shall not affect State Street’s rights under Section 12 and Section 13 of this Agreement. 8.4 The Borrower shall pay compensation for any securities transaction effected pursuant to Section 4.6 hereof (i) by any Broker-Dealer Affiliate of State Street, in an amount not to exceed the brokerage commission rates set forth on Schedule B hereto, which exhibit schedule may be amended from time to time by State Street upon ten (10) days prior written notice to the Borrower, and (ii) by any third party Broker-Dealer, in an amount equal to such customary brokerage commissions and fees charged by such Broker Dealer. 8.5 The Borrower shall pay compensation for any foreign exchange transaction entered into with State Street on behalf of the Borrower pursuant to this Agreement in accordance with the provisions of Section 20. 8.6 The Borrower shall pay and indemnify and hold State Street harmless against all costs, including any reasonable costs and all Taxes, Taxes actually incurred hereunder by State Street in connection with any transfers hereunder by either the Borrower or State Street of any of the Borrowed Securities, including any rights with respect thereto, Cash Loans, Cash Loan Collateral or Custodial Collateral. 8.7 The Borrower shall ensure that this Agreement and all instruments of transfer of any Borrowed Securities and Securities Loan Collateral provided or returned pursuant to the terms of this Agreement have been duly stamped in accordance with all applicable legislation and all other legal, regulatory, self-regulatory organization or stock exchange requirements and are otherwise freely transferable in the recognized securities trading market. 8.8 Unless otherwise agreed, all monies payable by the Borrower to State Street under this Agreement or any Collateral Documents or in respect of any Securities Loan or Cash Loan by State Street shall be paid free and clear of, and without withholding or deduction for, any Taxes of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such Taxes is required by law. If the withholding or deduction of Taxes is required by law of the jurisdiction of domicile of the Borrower, the Borrower shall pay such additional amounts as will result in the net amounts receivable by State Street, after taking account of such withholding or deduction, being equal to such amounts as would have been received by State Street had no such Taxes been withheld or deducted. 8.9 The Borrower will indemnify and hold State Street harmless from and against any liability, loss or expense related to any Taxes that might be or are actually assessed against State Street by any authority in the jurisdiction of domicile of the Borrower having power to tax with respect to any payments made, or deemed to have been made, by the Borrower under this Agreement or any Collateral Documents. The Borrower agrees that it will not seek reimbursement for any such Taxes from State Street or any contributions by State Street with respect to the same. 8.10 The Borrower covenants that it shall comply with all relevant legislation, regulations and interpretative guidance in respect thereof concerning the taxation of securities lending arrangements so that neither State Street nor any Custodian incurs any Taxes arising out of the loan of Borrowed Securities to the Borrower and the return of Equivalent Securities. 8.11 The Borrower agrees that all fees to be paid by the Borrower to State Street under this Agreement shall be paid in United States Dollars or such other currency as may be designated from time to time agreed by State Streetthe Parties.

Fees and Taxes. 8.1 The Parties For its services rendered and performed with respect to the Inter-Manager Loans, Borrower shall agree on pay to Lender the basis and aggregate amount of compensation to be paid fees agreed between the Parties in respect of any Securities Loan hereunder at all of the time such Securities Loan is entered into services provided by the PartiesLender and its Affiliates. 8.2 The Parties shall agree on the basis and amount of compensation to be paid in respect of any Cash Loan hereunder at the time such Cash Loan is entered into by the Parties. 8.3 To the extent the Borrower fails to deliver any portion of the Securities Loan Collateral required by Section 3 and Section 5 hereof to State Street within the time period required by Section 3.1 hereof, the Borrower shall pay interest to State Street on the aggregate notional amount of such Securities Loan Collateral that has not been delivered at a rate equal to one hundred (100) basis points from the date such Securities Loan Collateral was required to be delivered to State Street until the date such Securities Loan Collateral is delivered to State Street in accordance with Section 3.1 hereof. The foregoing sentence shall not affect State Street’s rights under Section 12 and Section 13 of this Agreement. 8.4 The Borrower shall pay compensation for any securities transaction effected pursuant to Section 4.6 hereof (i) by any Broker-Dealer Affiliate of State Street, in an amount not to exceed the brokerage commission rates set forth on Schedule B hereto, which exhibit may be amended from time to time by State Street upon ten (10) days prior written notice to the Borrower, and (ii) by any third party Broker-Dealer, in an amount equal to such customary brokerage commissions and fees charged by such Broker Dealer. 8.5 The Borrower shall pay compensation for any foreign exchange transaction entered into with State Street on behalf of the Borrower pursuant to this Agreement in accordance with the provisions of Section 20. 8.6 The Borrower shall pay and indemnify and hold State Street harmless Lender against all costs, including any and all Taxes, incurred hereunder by State Street in connection Taxes with respect to any transfers hereunder by either the Borrower or State Street of any of the Borrowed Securities, including any rights with respect theretoInter-Manager Borrowed Securities, Cash LoansCollateral, Cash Loan Collateral or Custodial Collateral. 8.7 8.3 The Borrower shall ensure that this Agreement and all instruments of transfer of any Borrowed Securities and Securities Loan Collateral securities provided or returned pursuant to the terms of this Agreement have been duly stamped in accordance with all applicable legislation and all other legal, regulatory, self-regulatory organization organization, or stock exchange requirements and are otherwise freely transferable in the recognized securities trading market. 8.8 8.4 Unless otherwise agreed, all monies payable by the Borrower to State Street Lender under this Agreement or any Collateral Documents Agreement, or in respect of any Securities Loan transaction or Cash Loan Collateral Advance by State Street Lender shall be paid free and clear of, and without withholding or deduction for, any Taxes of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such Taxes is required by law. If the withholding or deduction of Taxes is required by law of the jurisdiction of domicile of the Borrower, the Borrower shall pay such additional amounts as will result in the net amounts receivable by State Street, Lender (after taking account of such withholding or deduction, ) being equal to such amounts as would have been received by State Street Lender had no such Taxes been withheld or deducted. 8.9 8.5 The Borrower will indemnify and hold State Street Lender harmless from and against any liability, loss or expense related to any Taxes that might be or are assessed against State Street by any authority in the jurisdiction of domicile of the Borrower having power to tax with respect to any payments made, or deemed to have been made, by the Borrower under this Agreement or any Collateral DocumentsAgreement. The Borrower agrees that it will not seek reimbursement for any such Taxes from State Street Lender or any contributions by State Street Lender with respect to the same. 8.10 The Borrower covenants that it 8.6 When the agreement to lend securities is made, the Parties shall comply with all relevant legislation, regulations and interpretative guidance in respect thereof concerning agree on the taxation basis of securities lending arrangements so that neither State Street nor any Custodian incurs any Taxes arising out of the loan of Borrowed Securities to the Borrower and the return of Equivalent Securities. 8.11 The Borrower agrees that all fees compensation to be paid by in respect of the Borrower to State Street under this Agreement shall be paid in United States Dollars or such other currency as may be designated from time to time by State StreetLoan.

Fees and Taxes. 8.1 10.1 In consideration for the Usage Rights granted under the Agreement, Xxxxxxxx agrees to pay Xxxxxxxx the fees set forth in the Order Form. The Parties shall agree on the basis fees and amount of compensation expenses are to be paid to Gravitee in respect the currency set out in the Order Form, by electronic transfer of any Securities Loan hereunder at funds to an account designated by Gravitee, or by such other means as Gravitee may agree to. Unless otherwise stated in the time such Securities Loan is entered into by the Parties. 8.2 The Parties shall agree on the basis Order Form Xxxxxxxx’s invoices are due and amount of compensation to be paid payable in respect of any Cash Loan hereunder at the time such Cash Loan is entered into by the Parties. 8.3 To the extent the Borrower fails to deliver any portion of the Securities Loan Collateral required by Section 3 and Section 5 hereof to State Street full within the time period required by Section 3.1 hereof, the Borrower shall pay interest to State Street on the aggregate notional amount of such Securities Loan Collateral that has not been delivered at a rate equal to one hundred thirty (10030) basis points days from the date of the invoice. If Customer does not pay an undisputed Gravitee invoice in full within the applicable time period, in addition to any other rights or remedies of Gravitee, whether at law, in equity (where applicable) or under the Agreement, Gravitee may add an interest charge of three per cent (3%) on such Securities Loan Collateral was required to be delivered to State Street amounts which will accrue on a daily basis until the date such Securities Loan Collateral is delivered to State Street paid in accordance with Section 3.1 hereof. The foregoing sentence shall not affect State Street’s rights under Section 12 and Section 13 of this Agreementfull. 8.4 The Borrower 10.2 All sums payable under the Agreement are exclusive of VAT or any relevant local sales taxes, for which Customer shall pay compensation for any securities transaction effected pursuant to Section 4.6 hereof (i) by any Broker-Dealer Affiliate of State Street, in an amount not to exceed the brokerage commission rates set forth on Schedule B hereto, which exhibit may be amended from time to time by State Street upon ten (10) days prior written notice to the Borrowerresponsible, and (ii) by any third party Broker-Dealer, in an amount equal to such customary brokerage commissions and fees charged by such Broker Dealer. 8.5 The Borrower shall pay compensation for any foreign exchange transaction entered into with State Street on behalf of the Borrower pursuant to this Agreement in accordance with the provisions of Section 20. 8.6 The Borrower shall pay and indemnify and hold State Street harmless against all costs, including any and all Taxes, incurred hereunder by State Street in connection with any transfers hereunder by either the Borrower or State Street of any of the Borrowed Securities, including any rights with respect thereto, Cash Loans, Cash Loan Collateral or Custodial Collateral. 8.7 The Borrower shall ensure that this Agreement and all instruments of transfer of any Borrowed Securities and Securities Loan Collateral provided or returned pursuant to the terms of this Agreement have been duly stamped in accordance with all applicable legislation and all other legal, regulatory, self-regulatory organization or stock exchange requirements and are otherwise freely transferable in the recognized securities trading market. 8.8 Unless otherwise agreed, all monies payable by the Borrower to State Street under this Agreement or any Collateral Documents or in respect of any Securities Loan or Cash Loan by State Street which shall be paid added to Gravitee’s invoices at the appropriate rate. Any payments made by or due from Customer under the Agreement shall be free and clear of, and without withholding of all taxation whatsoever save only for any deductions or deduction for, any Taxes of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such Taxes is withholdings required by law. If any deductions or withholdings are required by law, Customer shall be liable to pay to Gravitee such further sums as will ensure that the aggregate of the sums paid or payable under the Agreement shall, after deducting therefrom all deductions or withholdings from such sums, leave Gravitee with the same amount as it would have been entitled to receive in the absence of any such deductions or withholdings. The Parties shall use commercially reasonable efforts to do all such acts and things and to sign all such documents as will enable them to minimise the amount of any withholding tax obligation. In the event there is no applicable double taxation agreement or treaty, or if an applicable double taxation agreement or treaty reduces but does not eliminate such withholding or deduction of Taxes is required by law of the jurisdiction of domicile of the Borrowersimilar tax, the Borrower paying Party shall pay such additional amounts as will result withholding or similar tax to the appropriate government authority. 10.3 With effect from each anniversary of the Agreement Effective Date, the then current fees under the Order Form shall be increased by the indexation rate specified in the net amounts receivable by State Street, after taking account of Order Form. Any such withholding or deduction, being equal increase shall be notified to such amounts as would have been received by State Street had no such Taxes been withheld or deducted. 8.9 The Borrower will indemnify and hold State Street harmless from and against any liability, loss or expense related to any Taxes that might be or are assessed against State Street by any authority in the jurisdiction of domicile of the Borrower having power to tax with respect to any payments made, or deemed to have been made, by the Borrower under this Agreement or any Collateral Documents. The Borrower agrees that it will not seek reimbursement for any such Taxes from State Street or any contributions by State Street with respect Customer at least sixty (60) days prior to the samedate any fee adjustment takes effect. 8.10 The Borrower covenants that it shall comply with all relevant legislation, regulations and interpretative guidance in respect thereof concerning the taxation of securities lending arrangements so that neither State Street nor any Custodian incurs any Taxes arising out of the loan of Borrowed Securities to the Borrower and the return of Equivalent Securities. 8.11 The Borrower agrees that all fees to be paid by the Borrower to State Street under this Agreement shall be paid in United States Dollars or such other currency as may be designated from time to time by State Street.

Fees and Taxes. 8.1 The Parties shall agree on the basis and amount of compensation to be paid in respect of any Securities Loan hereunder at the time such Securities Loan is entered into by the Parties. 8.2 The Parties shall agree on the basis and amount of compensation to be paid in respect of any Cash Loan hereunder at the time such Cash Loan is entered into by the Parties[Reserved.] 8.3 To the extent the Borrower fails to deliver any portion of the Securities Loan Collateral required by Section 3 and Section 5 hereof to State Street within the time period required by Section 3.1 hereof, the Borrower shall pay interest to State Street on the aggregate notional amount of such Securities Loan Collateral that has not been delivered at a an annualized rate equal to one hundred (100) basis points from the date such Securities Loan Collateral was required to be delivered to State Street until the date such Securities Loan Collateral is delivered to State Street in accordance with Section 3.1 hereof. The foregoing sentence shall not affect State Street’s rights under Section 12 and Section 13 of this Agreement. For the avoidance of doubt, Borrower shall not be obligated to pay interest pursuant to this Section 8.3 if the failure to deliver any portion of the Securities Loan Collateral was caused solely due to an act or omission of State Street of its obligations under this Agreement. 8.4 The Borrower shall pay compensation for any securities transaction effected pursuant to Section 4.6 hereof (i) by any Broker-Dealer Affiliate of State Street, in an amount not to exceed the brokerage commission rates set forth on Schedule B hereto, which exhibit may be amended from time to time by State Street upon ten (10) days prior written notice to the Borrower, and (ii) by any third party Broker-Dealer, which currently is not anticipated, in an amount equal to such customary brokerage commissions and fees charged by such Broker Dealer. 8.5 The Borrower shall pay compensation for any foreign exchange transaction entered into with State Street on behalf of the Borrower pursuant to this Agreement in accordance with the provisions of Section 20. 8.6 The Borrower shall pay and indemnify and hold State Street harmless against all costs, including any and all Taxes, incurred hereunder by State Street in connection with any transfers hereunder by either the Borrower or State Street of any of the Borrowed Securities, including any rights with respect thereto, Cash Loans, Cash Loan Collateral or Custodial Collateral. 8.7 The Borrower shall ensure that this Agreement and all instruments of transfer of any Borrowed Securities and Securities Loan Collateral provided or returned pursuant to the terms of this Agreement have been duly stamped in accordance with all applicable legislation and all other legal, regulatory, self-regulatory organization or stock exchange requirements and are otherwise freely transferable in the recognized securities trading market. 8.8 Unless otherwise agreed, all monies payable by the Borrower to State Street under this Agreement or any Collateral Documents or in respect of any Securities Loan or Cash Loan by State Street shall be paid free and clear of, and without withholding or deduction for, any Taxes of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such Taxes is required by law. If the withholding or deduction of Taxes is required by law of the jurisdiction of domicile of the Borrower, the Borrower shall pay such additional amounts as will result in the net amounts receivable by State Street, after taking account of such withholding or deduction, being equal to such amounts as would have been received by State Street had no such Taxes been withheld or deducted. 8.9 The Borrower will indemnify and hold State Street harmless from and against any liability, loss or expense related to any Taxes that might be or are assessed against State Street by any authority in the jurisdiction of domicile of the Borrower having power to tax with respect to any payments made, or deemed to have been made, by the Borrower under this Agreement or any Collateral Documents. The Borrower agrees that it will not seek reimbursement for any such Taxes from State Street or any contributions by State Street with respect to the same. 8.10 The Borrower covenants that it shall comply with all relevant legislation, regulations and interpretative guidance in respect thereof concerning the taxation of securities lending arrangements so that neither State Street nor any Custodian incurs any Taxes arising out of the loan of Borrowed Securities to the Borrower and the return of Equivalent Securities. 8.11 The Borrower agrees that all fees to be paid by the Borrower to State Street under this Agreement shall be paid in United States Dollars or such other currency as may be designated from time to time agreed by Borrower and State Street.

Fees and Taxes. 8.1 The Parties For its services rendered and performed with respect to the Inter-Manager Loans, Borrower shall agree on pay to Lender the basis and aggregate amount of compensation to be paid fees agreed between the Parties in respect of any Securities Loan hereunder at all of the time such Securities Loan is entered into services provided by the PartiesLender and its Affiliates. 8.2 The Parties shall agree on the basis and amount of compensation to be paid in respect of any Cash Loan hereunder at the time such Cash Loan is entered into by the Parties. 8.3 To the extent the Borrower fails to deliver any portion of the Securities Loan Collateral required by Section 3 and Section 5 hereof to State Street within the time period required by Section 3.1 hereof, the Borrower shall pay interest to State Street on the aggregate notional amount of such Securities Loan Collateral that has not been delivered at a rate equal to one hundred (100) basis points from the date such Securities Loan Collateral was required to be delivered to State Street until the date such Securities Loan Collateral is delivered to State Street in accordance with Section 3.1 hereof. The foregoing sentence shall not affect State Street’s rights under Section 12 and Section 13 of this Agreement. 8.4 The Borrower shall pay compensation for any securities transaction effected pursuant to Section 4.6 hereof (i) by any Broker-Dealer Affiliate of State Street, in an amount not to exceed the brokerage commission rates set forth on Schedule B hereto, which exhibit may be amended from time to time by State Street upon ten (10) days prior written notice to the Borrower, and (ii) by any third party Broker-Dealer, in an amount equal to such customary brokerage commissions and fees charged by such Broker Dealer. 8.5 The Borrower shall pay compensation for any foreign exchange transaction entered into with State Street on behalf of the Borrower pursuant to this Agreement in accordance with the provisions of Section 20. 8.6 The Borrower shall pay and indemnify and hold State Street harmless Lender against all costs, including any and all Taxes, incurred hereunder by State Street in connection Taxes with respect to any transfers hereunder by either the Borrower or State Street of any of the Borrowed Securities, including any rights with respect theretoInter-Manager Borrowed Securities, Cash LoansCollateral, Cash Loan Collateral or Custodial Collateral. 8.7 8.3 The Borrower shall ensure that this Agreement and all instruments of transfer of any Borrowed Securities and Securities Loan Collateral securities provided or returned pursuant to the terms of this Agreement have been duly stamped in accordance with all applicable legislation and all other legal, regulatory, self-regulatory organization organization, or stock exchange requirements and are otherwise freely transferable in the recognized securities trading market. 8.8 8.4 Unless otherwise agreed, all monies payable by the Borrower to State Street Lender under this Agreement or any Collateral Documents Agreement, or in respect of any Securities Loan transaction or Cash Loan Collateral Advance by State Street Lender shall be paid free and clear of, and without withholding or deduction for, any Taxes of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such Taxes is required by law. If the withholding or deduction of Taxes is required by law of the jurisdiction of domicile of the Borrower, the Borrower shall pay such additional amounts as will result in the net amounts receivable by State Street, Lender (after taking account of such withholding or deduction, ) being equal to such amounts as would have been received by State Street Lender had no such Taxes been withheld or deducted. 8.9 8.5 The Borrower will indemnify and hold State Street Lender harmless from and against any liability, loss or expense related to any Taxes that might be or are assessed against State Street by any authority in the jurisdiction of domicile of the Borrower having power to tax with respect to any payments made, or deemed to have been made, by the Borrower under this Agreement or any Collateral DocumentsAgreement. The Borrower agrees that it will not seek reimbursement for any such Taxes from State Street Lender or any contributions by State Street Lender with respect to the same. 8.10 8.6 The Borrower covenants that it shall comply with all relevant legislation, regulations and interpretative guidance in respect thereof concerning the taxation of securities lending arrangements so that neither State Street nor any Custodian incurs any Taxes arising out of the loan of Borrowed Securities to the Borrower and the return of Equivalent Securities. 8.11 The Borrower agrees that all fees fee to be paid by the Borrower to the Lender for each Loan of securities designated “general collateral” shall be [ ] basis points. [ ]. Upon request by Borrower, Lender shall provide to Borrower information regarding the lowest basis point fee per borrow that Lender has agreed to for an enhanced custody model client. For the avoidance of doubt, the foregoing sentence shall not require State Street under this Agreement shall be paid to (i) share the identity of or other details of its fee schedules with other clients or (ii) make or agree to any change in United States Dollars or such other currency as may be designated from time to time by State Streetthe fees charged hereunder.

Fees and Taxes. 8.1 The Parties 9.1 In consideration for the Usage Rights granted under the Agreement, Xxxxxxxx agrees to pay Capita the fees set forth in the applicable Product Order (including any Professional Services Fees). 9.2 All sums payable under the Agreement are exclusive of VAT or any relevant local sales taxes, for which Customer shall agree on the basis be responsible, and amount of compensation which shall be added to be paid in respect of any Securities Loan hereunder Capita’s invoices at the time such Securities Loan is entered into by the Partiesappropriate rate. 8.2 The Parties shall agree on 9.3 Any payments made by or due from Customer under the basis and amount of compensation to be paid in respect of any Cash Loan hereunder at the time such Cash Loan is entered into by the Parties. 8.3 To the extent the Borrower fails to deliver any portion of the Securities Loan Collateral required by Section 3 and Section 5 hereof to State Street within the time period required by Section 3.1 hereof, the Borrower shall pay interest to State Street on the aggregate notional amount of such Securities Loan Collateral that has not been delivered at a rate equal to one hundred (100) basis points from the date such Securities Loan Collateral was required to be delivered to State Street until the date such Securities Loan Collateral is delivered to State Street in accordance with Section 3.1 hereof. The foregoing sentence shall not affect State Street’s rights under Section 12 and Section 13 of this Agreement. 8.4 The Borrower shall pay compensation for any securities transaction effected pursuant to Section 4.6 hereof (i) by any Broker-Dealer Affiliate of State Street, in an amount not to exceed the brokerage commission rates set forth on Schedule B hereto, which exhibit may be amended from time to time by State Street upon ten (10) days prior written notice to the Borrower, and (ii) by any third party Broker-Dealer, in an amount equal to such customary brokerage commissions and fees charged by such Broker Dealer. 8.5 The Borrower shall pay compensation for any foreign exchange transaction entered into with State Street on behalf of the Borrower pursuant to this Agreement in accordance with the provisions of Section 20. 8.6 The Borrower shall pay and indemnify and hold State Street harmless against all costs, including any and all Taxes, incurred hereunder by State Street in connection with any transfers hereunder by either the Borrower or State Street of any of the Borrowed Securities, including any rights with respect thereto, Cash Loans, Cash Loan Collateral or Custodial Collateral. 8.7 The Borrower shall ensure that this Agreement and all instruments of transfer of any Borrowed Securities and Securities Loan Collateral provided or returned pursuant to the terms of this Agreement have been duly stamped in accordance with all applicable legislation and all other legal, regulatory, self-regulatory organization or stock exchange requirements and are otherwise freely transferable in the recognized securities trading market. 8.8 Unless otherwise agreed, all monies payable by the Borrower to State Street under this Agreement or any Collateral Documents or in respect of any Securities Loan or Cash Loan by State Street shall be paid free and clear of, and without withholding of all taxation whatsoever save only for any deductions or deduction for, any Taxes of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such Taxes is withholdings required by law. If any deductions or withholdings are required by law, Customer shall be liable under this Section 9.3 to pay to Capita such further sums as will ensure that the aggregate of the sums paid or payable under the Agreement shall, after deducting therefrom all deductions or withholdings from such sums, leave Capita with the same amount as it would have been entitled to receive in the absence of any such deductions or withholdings. 9.4 The Parties shall use commercially reasonable efforts to do all such acts and things and to sign all such documents as will enable them to minimise the amount of any withholding tax obligation. In the event there is no applicable double taxation agreement or treaty, or if an applicable double taxation agreement or treaty reduces but does not eliminate such withholding or deduction of Taxes is required by law of the jurisdiction of domicile of the Borrowersimilar tax, the Borrower paying Party shall pay such additional amounts as will result withholding or similar tax to the appropriate government authority. 9.5 Unless otherwise set out in the net amounts receivable by State StreetProduct Order, after taking account of such withholding or deduction, being equal to such amounts as would have been received by State Street had no such Taxes been withheld or deducted. 8.9 The Borrower will indemnify and hold State Street harmless from and against any liability, loss or expense related to any Taxes that might be or are assessed against State Street by any authority in the jurisdiction of domicile of the Borrower having power to tax with respect to any payments made, or deemed to have been made, by the Borrower under this Agreement or any Collateral Documents. The Borrower agrees that it will not seek reimbursement for any such Taxes from State Street or any contributions by State Street with respect to the same. 8.10 The Borrower covenants that it shall comply with all relevant legislation, regulations and interpretative guidance in respect thereof concerning the taxation of securities lending arrangements so that neither State Street nor any Custodian incurs any Taxes arising out of the loan of Borrowed Securities to the Borrower and the return of Equivalent Securities. 8.11 The Borrower agrees that all fees and expenses are to be paid to Capita in Pounds Sterling, by the Borrower electronic transfer of funds to State Street under this Agreement shall be paid in United States Dollars an account designated by Capita, or by such other currency means as Capita may be designated agree to. Capita’s invoices are due and payable in full within thirty (30) days from the date of the invoice. 9.6 If Customer does not pay an undisputed Capita invoice in full within thirty (30) days after the invoice date, in addition to any other rights or remedies of Capita, whether at law, in equity or under the Agreement, Capita may a) add an interest charge to the outstanding balance at the rate of 4% per annum above Barclays Bank Plc’s current base rate from time to time until such outstanding balance is paid in full, and/or b) if such failure continues for fourteen (14) days following written notice thereof, suspend performance of Services and/or access to SaaS Products until all past due amounts and interest thereon have been paid in full. An invoice shall not be deemed disputed unless Xxxxxxxx is acting in good faith and has raised a bona fide dispute in relation to such invoice. 9.7 All invoices issued to Customer pursuant to the Agreement shall be transmitted electronically to Customer, and Customer hereby acknowledges and agrees to the sufficiency of receiving such invoices electronically. 9.8 Unless explicitly stated otherwise in the applicable Product Order or applicable Product Terms, Capita may, at its sole discretion and with effect from each anniversary of the effective date of the applicable Product Order, increase the then current fees under the applicable Product Order (including any Professional Services rates) by State Streeta percentage equal to the average percentage increase in the Retail Price Index published by the Office for National Statistics (or its replacement index) during the twelve (12) month period preceding the date of notice of the adjustment, provided that the rate of increase shall always be 0% or greater. Any such increase shall be notified to Customer at least sixty (60) days prior to the date any fee adjustment takes effect.

Fees and Taxes. 8.1 The Parties shall agree on the basis and amount of compensation to be paid in respect of any Securities Loan hereunder at the time such Securities Loan is entered into by the Parties. 8.2 The Parties shall agree on the basis and amount of compensation to be paid in respect of any Cash Loan hereunder at the time such Cash Loan is entered into by the Parties[Reserved.] 8.3 To the extent the Borrower fails to deliver any portion of the Securities Loan Collateral required by Section 3 and Section 5 hereof to State Street within the time period required by Section 3.1 and Section 5.1 hereof, respectively, the Borrower shall pay interest to State Street on the aggregate notional amount of such Securities Loan Collateral that has not been delivered at a rate equal to one hundred (100) basis points the Default Rate from the date such Securities Loan Collateral was required to be delivered to State Street until the date such Securities Loan Collateral is delivered to State Street in accordance with Section 3.1 or Section 5.1 hereof. The foregoing sentence shall not affect State Street’s rights under Section 12 and Section 13 of this Agreement. 8.4 The Borrower shall pay compensation for any securities transaction effected pursuant to Section 4.6 hereof (i) by any Broker-Dealer Affiliate of State Street, in an amount not to exceed the brokerage commission rates set forth on Schedule B C hereto, which exhibit may be amended from time to time by State Street upon ten (10) days prior written notice to the Borrower, and (ii) by any third party Broker-Dealer, in an amount equal to such customary brokerage commissions and fees charged by such Broker Dealer. 8.5 The Borrower shall pay compensation for any foreign exchange transaction entered into with State Street on behalf of the Borrower pursuant to this Agreement in accordance with the provisions of Section 20. 8.6 The Borrower shall pay and indemnify and hold State Street harmless against all costs, including any and all Taxes, incurred hereunder by State Street in connection with any transfers hereunder by either the Borrower or State Street of any of the Borrowed Securities, including any rights with respect thereto, Cash Loans, Cash Loan Collateral or Custodial Collateral. 8.7 The Borrower shall ensure that this Agreement and all instruments of transfer of any Borrowed Securities and Securities Loan Collateral provided or returned pursuant to the terms of this Agreement have been duly stamped in accordance with all applicable legislation and all other legal, regulatory, self-regulatory organization or stock exchange requirements and are otherwise freely transferable in the recognized securities trading market. 8.8 Unless otherwise agreed, all monies payable by the Borrower to State Street under this Agreement or any Collateral Documents or in respect of any Securities Loan or Cash Loan by State Street shall be paid free and clear of, and without withholding or deduction for, any Taxes of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such Taxes is required by law. If the withholding or deduction of Taxes is required by law of the jurisdiction of domicile of the Borrower, the Borrower shall pay such additional amounts as will result in the net amounts receivable by State Street, after taking account of such withholding or deduction, being equal to such amounts as would have been received by State Street had no such Taxes been withheld or deducted. 8.9 The Borrower will indemnify and hold State Street harmless from and against any liability, loss or expense related to any Taxes that might be or are assessed against State Street by any authority in the jurisdiction of domicile of the Borrower having power to tax with respect to any payments made, or deemed to have been made, by the Borrower under this Agreement or any Collateral Documents, provided that the Borrower shall not indemnify or hold State Street harmless for Taxes arising out of State Street’ negligence, wilful misconduct or fraud. The Borrower agrees that it will not seek reimbursement for any such Taxes from State Street or any contributions by State Street with respect to the same. 8.10 The Borrower covenants that it shall comply with all relevant legislation, regulations and interpretative guidance in respect thereof concerning the taxation of securities lending arrangements so that neither State Street nor any Custodian incurs any Taxes arising out of the loan of Borrowed Securities to the Borrower and the return of Equivalent Securities. 8.11 The Borrower agrees that all fees to be paid by the Borrower to State Street under this Agreement shall be paid in United States Dollars or such other currency as may be designated agreed by the Parties from time to time by State Streettime.

Fees and Taxes. 8.1 The Parties 9.1. In consideration for the Usage Rights granted under the Product Order and any applicable Product Terms, Customer agrees to pay Capita the fees set forth in the applicable Product Order (including any Licence Fees, Support Fees, Hosting Fees and Professional Services Fees). 9.2. All sums payable under the Agreement are exclusive of VAT or any relevant local sales taxes, for which Customer shall agree on the basis be responsible, and amount of compensation which shall be added to be paid in respect of any Securities Loan hereunder Capita’s invoices at the time such Securities Loan is entered into by the Partiesappropriate rate. 8.2 The Parties shall agree on 9.3. Any payments made by or due from Customer under the basis and amount of compensation to be paid in respect of any Cash Loan hereunder at the time such Cash Loan is entered into by the Parties. 8.3 To the extent the Borrower fails to deliver any portion of the Securities Loan Collateral required by Section 3 and Section 5 hereof to State Street within the time period required by Section 3.1 hereof, the Borrower shall pay interest to State Street on the aggregate notional amount of such Securities Loan Collateral that has not been delivered at a rate equal to one hundred (100) basis points from the date such Securities Loan Collateral was required to be delivered to State Street until the date such Securities Loan Collateral is delivered to State Street in accordance with Section 3.1 hereof. The foregoing sentence shall not affect State Street’s rights under Section 12 and Section 13 of this Agreement. 8.4 The Borrower shall pay compensation for any securities transaction effected pursuant to Section 4.6 hereof (i) by any Broker-Dealer Affiliate of State Street, in an amount not to exceed the brokerage commission rates set forth on Schedule B hereto, which exhibit may be amended from time to time by State Street upon ten (10) days prior written notice to the Borrower, and (ii) by any third party Broker-Dealer, in an amount equal to such customary brokerage commissions and fees charged by such Broker Dealer. 8.5 The Borrower shall pay compensation for any foreign exchange transaction entered into with State Street on behalf of the Borrower pursuant to this Agreement in accordance with the provisions of Section 20. 8.6 The Borrower shall pay and indemnify and hold State Street harmless against all costs, including any and all Taxes, incurred hereunder by State Street in connection with any transfers hereunder by either the Borrower or State Street of any of the Borrowed Securities, including any rights with respect thereto, Cash Loans, Cash Loan Collateral or Custodial Collateral. 8.7 The Borrower shall ensure that this Agreement and all instruments of transfer of any Borrowed Securities and Securities Loan Collateral provided or returned pursuant to the terms of this Agreement have been duly stamped in accordance with all applicable legislation and all other legal, regulatory, self-regulatory organization or stock exchange requirements and are otherwise freely transferable in the recognized securities trading market. 8.8 Unless otherwise agreed, all monies payable by the Borrower to State Street under this Agreement or any Collateral Documents or in respect of any Securities Loan or Cash Loan by State Street shall be paid free and clear of, and without withholding of all taxation whatsoever save only for any deductions or deduction for, any Taxes of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such Taxes is withholdings required by law. If any deductions or withholdings are required by law, Customer shall be liable under this Section 9.3 to pay to Capita such further sums as will ensure that the aggregate of the sums paid or payable under the Agreement shall, after deducting therefrom all deductions or withholdings from such sums, leave Capita with the same amount as it would have been entitled to receive in the absence of any such deductions or withholdings. 9.4. The Parties shall use commercially reasonable efforts to do all such acts and things and to sign all such documents as will enable them to minimise the amount of any withholding tax obligation. In the event there is no applicable double taxation agreement or treaty, or if an applicable double taxation agreement or treaty reduces but does not eliminate such withholding or deduction of Taxes is required by law of the jurisdiction of domicile of the Borrowersimilar tax, the Borrower paying Party shall pay such additional amounts as will result withholding or similar tax to the appropriate government authority. 9.5. Unless otherwise set out in the net amounts receivable Product Order, all fees and expenses are to be paid to Capita in Pounds Sterling, by State Streetelectronic transfer of funds to an account designated by Capita, or by such other means as Capita may agree to. Capita’s invoices are due and payable in full within thirty (30) days from the date of the invoice. If Customer does not pay an undisputed Capita invoice in full within thirty (30) days after taking account of such withholding or deductionthe invoice date, being equal to such amounts as would have been received by State Street had no such Taxes been withheld or deducted. 8.9 The Borrower will indemnify and hold State Street harmless from and against any liability, loss or expense related in addition to any Taxes that might be other rights or are assessed against State Street by any authority remedies of Capita, whether at law, in equity or under the jurisdiction of domicile of Agreement (including, without limitation, Capita’s rights to terminate the Borrower having power to tax with respect to any payments made, or deemed to have been made, by the Borrower under this Agreement or any Collateral DocumentsProduct Order), Capita may: 9.5.1. The Borrower agrees that it add an interest charge to the outstanding balance at the rate of 4% per annum above Barclays Bank Plc’s current base rate from time to time; this interest will not seek reimbursement begin to accrue on the day after the payment due date and will accumulate on the outstanding balance on a daily basis until paid in full; 9.5.2. if such failure continues for fourteen (14) days following written notice thereof, suspend performance of Services and/or, where applicable, access to SaaS Products until all past due amounts and interest thereon have been paid, without incurring any such Taxes from State Street obligation or liability to Customer or any contributions other person by State Street with reason of such suspension; and 9.5.3. in respect of SaaL Products that are hosted by Customer or a third party appointed by Xxxxxxxx, repossess any Restricted Item and the Customer irrevocably agrees to allow, or shall procure the right for, Capita to enter the premises at which the Restricted Items are located for such purpose. An invoice shall not be deemed disputed unless Xxxxxxxx is acting in good faith and has raised a bona fide dispute in relation to such invoice. 9.6. All invoices issued to Customer pursuant to the same. 8.10 The Borrower covenants that it shall comply with all relevant legislation, regulations and interpretative guidance in respect thereof concerning the taxation of securities lending arrangements so that neither State Street nor any Custodian incurs any Taxes arising out of the loan of Borrowed Securities to the Borrower and the return of Equivalent Securities. 8.11 The Borrower agrees that all fees to be paid by the Borrower to State Street under this Agreement shall be paid transmitted electronically to Customer, and Customer hereby acknowledges and agrees to the sufficiency of receiving such invoices electronically. 9.7. Unless explicitly stated otherwise in United States Dollars the applicable Product Order or applicable Product Terms, Capita may, at its sole discretion and with effect from each anniversary of the effective date of the applicable Product Order, increase the then current fees under the applicable Product Order (including any Licence Fees, Support Fees, Hosting Fees and/or any Professional Services rates) by a percentage equal to the average percentage increase in the Retail Price Index published by the Office for National Statistics (or its replacement index) during the twelve (12) month period preceding the date of notice of the adjustment, provided that the rate of increase shall always be 0% or greater. Any such other currency as may increase shall be designated from time notified to time by State StreetCustomer at least sixty (60) days prior to the date any fee adjustment takes effect.

Fees and Taxes. 8.1 The Parties shall agree LifeLock agrees to pay CSID the amounts based on the basis and amount of compensation pricing schedule for the Services set forth on Exhibit B attached hereto, or such other amounts as agreed to be paid in respect of any Securities Loan hereunder at the time such Securities Loan is entered into by the Parties. 8.2 The Parties shall agree on and described in a Statement of Work (the basis and amount of compensation “Fees”). Except to be paid the extent amended expressly in respect of any Cash Loan hereunder at the time such Cash Loan is entered into writing by the Parties. 8.3 To the extent the Borrower fails to deliver any portion of the Securities Loan Collateral required by Section 3 and Section 5 hereof to State Street within the time period required by Section 3.1 hereof, the Borrower shall pay interest to State Street on the aggregate notional amount of such Securities Loan Collateral that has not been delivered at a rate equal to one hundred (100) basis points from the date such Securities Loan Collateral was required to be delivered to State Street until the date such Securities Loan Collateral is delivered to State Street in accordance with Section 3.1 hereof. The foregoing sentence shall not affect State Street’s rights under Section 12 and Section 13 of this Agreement. 8.4 The Borrower shall pay compensation Parties or for any securities transaction effected an amendment pursuant to Section 4.6 hereof 3(b) (iPreferred Pricing) by any Broker-Dealer Affiliate of State Streetbelow, in an amount not to exceed the brokerage commission rates Fees set forth on Schedule in Exhibit B heretoshall apply throughout the Term, which exhibit may be amended from time to time by State Street upon ten notwithstanding any Transaction or Assignment (10each defined in Section 13(c) days prior written notice to the Borrower, and (iiAssignment) by any third party Broker-Dealer, in an amount equal to such customary brokerage commissions and fees charged by such Broker Dealer. 8.5 The Borrower shall pay compensation for any foreign exchange transaction entered into with State Street on behalf of the Borrower pursuant to this Agreement in accordance with the provisions of Section 20. 8.6 The Borrower shall pay and indemnify and hold State Street harmless against all costs, including any and all Taxes, incurred hereunder by State Street in connection with any transfers hereunder by either the Borrower or State Street of any of the Borrowed Securities, including any rights with respect thereto, Cash Loans, Cash Loan Collateral or Custodial Collateral. 8.7 The Borrower shall ensure that this Agreement and all instruments of transfer of any Borrowed Securities and Securities Loan Collateral provided or returned pursuant to the terms below) of this Agreement have been duly stamped to any third party. LifeLock agrees that the Fees are not commissions, royalties, or rent. CSID will invoice LifeLock for the Fees set forth in accordance with all applicable legislation and all other legal, regulatory, self-regulatory organization or stock exchange requirements and are otherwise freely transferable in the recognized securities trading market. 8.8 Unless otherwise agreed, all monies payable by the Borrower to State Street under this Agreement or any Collateral Documents or in respect of any Securities Loan or Cash Loan by State Street Exhibit B on a monthly basis. All invoices shall be paid free due and clear of, and without withholding or deduction for, any Taxes of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless payable in full within thirty (30) days from the withholding or deduction of such Taxes is required by law. If the withholding or deduction of Taxes is required by law receipt of the jurisdiction of domicile of the Borrower, the Borrower shall pay such additional amounts as will result in the net amounts receivable by State Street, after taking account of such withholding or deduction, being equal to such amounts as would have been received by State Street had no such Taxes been withheld or deducted. 8.9 The Borrower will indemnify and hold State Street harmless from and against any liability, loss or expense related to any Taxes that might be or are assessed against State Street by any authority in the jurisdiction of domicile of the Borrower having power to tax with respect to any applicable invoice. All payments made, or deemed to have been made, by the Borrower under this Agreement or any Collateral Documents. The Borrower agrees that it will not seek reimbursement for any such Taxes from State Street or any contributions by State Street with respect to the same. 8.10 The Borrower covenants that it shall comply with all relevant legislation, regulations and interpretative guidance in respect thereof concerning the taxation of securities lending arrangements so that neither State Street nor any Custodian incurs any Taxes arising out of the loan of Borrowed Securities to the Borrower and the return of Equivalent Securities. 8.11 The Borrower agrees that all fees to be paid by the Borrower to State Street made under this Agreement shall be paid made in United States Dollars cleared funds, free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees, penalties, interest and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority, except as required by Applicable Law. To the extent new products or services are added (e.g., credit reports, scores and/or monitoring) pursuant to a Statement of Work or this Agreement, CSID will xxxx and/or invoice LifeLock for such other currency Services and the same shall be deemed “Fees” as contemplated hereby. The Monthly Minimum Fees will be prorated for the month the effective termination date occurs. The Fees do not include any sales, use, Arizona Transaction Privilege (sales taxes) or any similar taxes or fees that may be designated assessed by any federal, state or local authority (“Sales Taxes”). LifeLock agrees, for purposes of Sales Taxes with respect to LifeLock services provided to Customers (including the Services), that LifeLock is not the ultimate consumer and that CSID is providing the Services to LifeLock for purposes of resale in the normal course of business. LifeLock agrees that, for purposes of Sales Taxes related to the sale of its services (including the Services), the seller to the Customer is solely responsible for reporting, collecting and remitting all Sales Taxes to the appropriate authorities. LifeLock will provide CSID with a Resale certificate form, or exemption certificate if applicable, from time any taxing jurisdiction requested by the CSID, including but not limited to, a Multijurisdictional resale certificate, an Arizona Resale Certificate, a Texas Sales Tax Resale Certificate, or an exemption certificate asserting a multi-state benefit. LifeLock agrees that LifeLock, its Affiliates, marketing and strategic partners shall be solely responsible, as applicable, for collecting, reporting and remitting all Sales Taxes due in connection with the sales of the Services to time Customers or third parties. LifeLock shall indemnify, defend, and hold harmless CSID for any and all such Sales Taxes and any damages incurred by State StreetCSID in connection with LifeLock’s failure to properly collect, report, and remit Sales Taxes to the appropriate government authorities on a timely basis. Both Parties agree, for tax purposes and any taxing jurisdiction, that the “ship to” address, electronic delivery or primary access address for all Services with respect to LifeLock and its Affiliates is LifeLock’s principal place of business as set forth above.

Fees and Taxes. 8.1 The Parties shall agree on the basis and amount of compensation to be paid in respect of any Securities Loan hereunder at the time such Securities Loan is entered into by the Parties. 8.2 The Parties shall agree on the basis and amount of compensation to be paid in respect of any Cash Loan hereunder at the time such Cash Loan is entered into by the Parties.[Reserved] 8.3 To the extent the Borrower fails to deliver any portion of the Securities Loan Collateral required by Section 3 and Section 5 hereof to State Street within the time period required by Section 3.1 hereof, the Borrower shall pay interest to State Street on the aggregate notional amount of such Securities Loan Collateral that has not been delivered at a rate equal to one hundred (100) basis points from the date such Securities Loan Collateral was required to be delivered to State Street until the date such Securities Loan Collateral is delivered to State Street in accordance with Section 3.1 hereof. The foregoing sentence shall not affect State Street’s rights under Section 12 and Section 13 of this Agreement. 8.4 The Borrower shall pay compensation for any securities transaction effected pursuant to Section 4.6 hereof (i) by any Broker-Dealer Affiliate of State Street, in an amount not to exceed the brokerage commission rates set forth on Schedule B hereto, which exhibit may be amended from time to time by State Street upon ten (10) days prior written notice to the Borrower, and (ii) by any third party Broker-Dealer, in an amount equal to such customary brokerage commissions and fees charged by such Broker Dealer. 8.5 The Borrower shall pay compensation for any foreign exchange transaction entered into with State Street on behalf of the Borrower pursuant to this Agreement in accordance with the provisions of Section 20. 8.6 The Borrower shall pay and indemnify and hold State Street harmless against all costs, including any and all Taxes, incurred hereunder by State Street in connection with any transfers hereunder by either the Borrower or State Street of any of the Borrowed Securities, including any rights with respect thereto, Cash Loans, Cash Loan Collateral or Custodial Collateral. 8.7 The Borrower shall ensure that this Agreement and all instruments of transfer of any Borrowed Securities and Securities Loan Collateral provided or returned pursuant to the terms of this Agreement have been duly stamped in accordance with all applicable legislation and all other legal, regulatory, self-regulatory organization or stock exchange requirements and are otherwise freely transferable in the recognized securities trading market. 8.8 Unless otherwise agreed, all monies payable by the Borrower to State Street under this Agreement or any Collateral Documents or in respect of any Securities Loan or Cash Loan by State Street shall be paid free and clear of, and without withholding or deduction for, any Taxes of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such Taxes is required by law. If the withholding or deduction of Taxes is required by law of the jurisdiction of domicile of the Borrower, the Borrower shall pay such additional amounts as will result in the net amounts receivable by State Street, after taking account of such withholding or deduction, being equal to such amounts as would have been received by State Street had no such Taxes been withheld or deducted. 8.9 The Borrower will indemnify and hold State Street harmless from and against any liability, loss or expense related to any Taxes that might be or are assessed against State Street by any authority in the jurisdiction of domicile of the Borrower having power to tax with respect to any payments made, or deemed to have been made, by the Borrower under this Agreement or any Collateral Documents. The Borrower agrees that it will not seek reimbursement for any such Taxes from State Street or any contributions by State Street with respect to the same. 8.10 The Borrower covenants that it shall comply with all relevant legislation, regulations and interpretative guidance in respect thereof concerning the taxation of securities lending arrangements so that neither State Street nor any Custodian incurs any Taxes arising out of the loan of Borrowed Securities to the Borrower and the return of Equivalent Securities. 8.11 The Borrower agrees that all fees to be paid by the Borrower to State Street under this Agreement shall be paid in United States Dollars or such other currency as may be designated from time to time by State Street.

Fees and Taxes. 8.1 The Parties 9.1. In consideration for the Usage Rights granted under the Product Order and any applicable Product Terms, Customer agrees to pay Capita the fees set forth in the applicable Product Order (including any Licence Fees, Support Fees, Hosting Fees and Professional Services Fees). 9.2. All sums payable under the Agreement are exclusive of VAT or any relevant local sales taxes, for which Customer shall agree on the basis be responsible, and amount of compensation which shall be added to be paid in respect of any Securities Loan hereunder Capita’s invoices at the time such Securities Loan is entered into by the Partiesappropriate rate. 8.2 The Parties shall agree on 9.3. Any payments made by or due from Customer under the basis and amount of compensation to be paid in respect of any Cash Loan hereunder at the time such Cash Loan is entered into by the Parties. 8.3 To the extent the Borrower fails to deliver any portion of the Securities Loan Collateral required by Section 3 and Section 5 hereof to State Street within the time period required by Section 3.1 hereof, the Borrower shall pay interest to State Street on the aggregate notional amount of such Securities Loan Collateral that has not been delivered at a rate equal to one hundred (100) basis points from the date such Securities Loan Collateral was required to be delivered to State Street until the date such Securities Loan Collateral is delivered to State Street in accordance with Section 3.1 hereof. The foregoing sentence shall not affect State Street’s rights under Section 12 and Section 13 of this Agreement. 8.4 The Borrower shall pay compensation for any securities transaction effected pursuant to Section 4.6 hereof (i) by any Broker-Dealer Affiliate of State Street, in an amount not to exceed the brokerage commission rates set forth on Schedule B hereto, which exhibit may be amended from time to time by State Street upon ten (10) days prior written notice to the Borrower, and (ii) by any third party Broker-Dealer, in an amount equal to such customary brokerage commissions and fees charged by such Broker Dealer. 8.5 The Borrower shall pay compensation for any foreign exchange transaction entered into with State Street on behalf of the Borrower pursuant to this Agreement in accordance with the provisions of Section 20. 8.6 The Borrower shall pay and indemnify and hold State Street harmless against all costs, including any and all Taxes, incurred hereunder by State Street in connection with any transfers hereunder by either the Borrower or State Street of any of the Borrowed Securities, including any rights with respect thereto, Cash Loans, Cash Loan Collateral or Custodial Collateral. 8.7 The Borrower shall ensure that this Agreement and all instruments of transfer of any Borrowed Securities and Securities Loan Collateral provided or returned pursuant to the terms of this Agreement have been duly stamped in accordance with all applicable legislation and all other legal, regulatory, self-regulatory organization or stock exchange requirements and are otherwise freely transferable in the recognized securities trading market. 8.8 Unless otherwise agreed, all monies payable by the Borrower to State Street under this Agreement or any Collateral Documents or in respect of any Securities Loan or Cash Loan by State Street shall be paid free and clear of, and without withholding of all taxation whatsoever save only for any deductions or deduction for, any Taxes of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such Taxes is withholdings required by law. If any deductions or withholdings are required by law, Customer shall be liable under this Section 9.3 to pay to Capita such further sums as will ensure that the aggregate of the sums paid or payable under the Agreement shall, after deducting therefrom all deductions or withholdings from such sums, leave Capita with the same amount as it would have been entitled to receive in the absence of any such deductions or withholdings. 9.4. The Parties shall use commercially reasonable efforts to do all such acts and things and to sign all such documents as will enable them to minimise the amount of any withholding tax obligation. In the event there is no applicable double taxation agreement or treaty, or if an applicable double taxation agreement or treaty reduces but does not eliminate such withholding or deduction of Taxes is required by law of the jurisdiction of domicile of the Borrowersimilar tax, the Borrower paying Party shall pay such additional amounts as will result withholding or similar tax to the appropriate government authority. 9.5. Unless otherwise set out in the net amounts receivable Product Order, all fees and expenses are to be paid to Capita in Pounds Sterling, by State Streetelectronic transfer of funds to an account designated by Capita, or by such other means as Capita may agree to. Xxxxxx’s invoices are due and payable in full within thirty (30) days from the date of the invoice. If Customer does not pay an undisputed Capita invoice in full within thirty (30) days after taking account of such withholding or deductionthe invoice date, being equal to such amounts as would have been received by State Street had no such Taxes been withheld or deducted. 8.9 The Borrower will indemnify and hold State Street harmless from and against any liability, loss or expense related in addition to any Taxes that might be other rights or are assessed against State Street by any authority remedies of Capita, whether at law, in equity or under the jurisdiction of domicile of Agreement (including, without limitation, Capita’s rights to terminate the Borrower having power to tax with respect to any payments made, or deemed to have been made, by the Borrower under this Agreement or any Collateral DocumentsProduct Order), Capita may: 9.5.1. The Borrower agrees that it add an interest charge to the outstanding balance at the rate of 8% per annum above Barclays Bank Plc’s current base rate from time to time; this interest will not seek reimbursement begin to accrue on the day after the payment due date and will accumulate on the outstanding balance on a daily basis until paid in full; 9.5.2. if such failure continues for fourteen (14) days following written notice thereof, suspend performance of Services and/or, where applicable, access to SaaS Products until all past due amounts and interest thereon have been paid, without incurring any such Taxes from State Street obligation or liability to Customer or any contributions other person by State Street with reason of such suspension; and 9.5.3. in respect of SaaL Products that are hosted by Customer or a third party appointed by Xxxxxxxx, repossess any Restricted Item and the Customer irrevocably agrees to allow, or shall procure the right for, Capita to enter the premises at which the Restricted Items are located for such purpose. An invoice shall not be deemed disputed unless Xxxxxxxx is acting in good faith and has raised a bona fide dispute in relation to such invoice. 9.6. All invoices issued to Customer pursuant to the same. 8.10 The Borrower covenants that it shall comply with all relevant legislation, regulations and interpretative guidance in respect thereof concerning the taxation of securities lending arrangements so that neither State Street nor any Custodian incurs any Taxes arising out of the loan of Borrowed Securities to the Borrower and the return of Equivalent Securities. 8.11 The Borrower agrees that all fees to be paid by the Borrower to State Street under this Agreement shall be paid transmitted electronically to Customer, and Customer hereby acknowledges and agrees to the sufficiency of receiving such invoices electronically. 9.7. Unless explicitly stated otherwise in United States Dollars the applicable Product Order or applicable Product Terms, Capita may, at its sole discretion and with effect from each anniversary of the effective date of the applicable Product Order, increase the then current fees under the applicable Product Order (including any Licence Fees, Support Fees, Hosting Fees and/or any Professional Services rates) by a percentage equal to the average percentage increase in the Retail Price Index published by the Office for National Statistics (or its replacement index) during the twelve (12) month period preceding the date of notice of the adjustment, provided that the rate of increase shall always be 0% or greater. Any such other currency as may increase shall be designated from time notified to time by State StreetCustomer at least sixty (60) days prior to the date any fee adjustment takes effect.

Fees and Taxes. 8.1 The Parties shall agree on the basis and amount of compensation to be paid in respect of any Securities Loan hereunder at the time such Securities Loan is entered into by the Parties. 8.2 The Parties shall agree on the basis and amount of compensation to be paid in respect of any Cash Loan hereunder at the time such Cash Loan is entered into by the Parties. 8.3 To the extent The Borrower shall pay to State Street interest on any amount of Securities Loan Collateral that the Borrower fails to deliver any portion of the Securities Loan Collateral required by in accordance with Section 3 and Section 5 hereof to State Street within the time period required by Section 3.1 hereof, the Borrower shall pay interest to State Street on the aggregate notional amount of such Securities Loan Collateral that has not been delivered at a rate equal to one hundred (100) basis points from the date such Securities Loan Collateral was required to be delivered to State Street until the date such Securities Loan Collateral is delivered to State Street in accordance with Section 3.1 hereofthis Agreement. The foregoing sentence shall not affect State Street’s rights under Section 12 and Section 13 of this Agreement. 8.4 The Borrower shall pay compensation for any securities transaction effected pursuant to Section 4.6 hereof (i) by any Broker-Dealer Affiliate of State Street, in an amount not to exceed the brokerage commission rates set forth on Schedule B hereto, which exhibit may be amended from time to time by State Street upon ten (10) days prior written notice to the Borrower, and (ii) by any third party Broker-Dealer, in an amount equal to such customary brokerage commissions and fees charged by such Broker Dealer. 8.5 The Borrower shall pay compensation for any foreign exchange transaction entered into with State Street on behalf of the Borrower pursuant to this Agreement in accordance with the provisions of Section 20. 8.6 The Borrower shall pay and indemnify and hold State Street harmless against all costs, including any and all Taxes, incurred hereunder by State Street in connection with any transfers hereunder by either the Borrower or State Street of any of the Borrowed Securities, including any rights with respect thereto, Cash Loans, Cash Loan Collateral or Custodial Collateral. 8.7 The Borrower shall ensure that this Agreement and all instruments of transfer of any Borrowed Securities and Securities Loan Collateral provided or returned pursuant to the terms of this Agreement have been duly stamped in accordance with all applicable legislation and all other legal, regulatory, self-regulatory organization or stock exchange requirements and are otherwise freely transferable in the recognized securities trading market. 8.8 Unless otherwise agreed, all monies payable by the Borrower to State Street under this Agreement or any Collateral Documents or in respect of any Securities Loan or Cash Loan by State Street shall be paid free and clear of, and without withholding or deduction for, any Taxes of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such Taxes is required by law. If the withholding or deduction of Taxes is required by law of the jurisdiction of domicile of the Borrower, the Borrower shall pay such additional amounts as will result in the net amounts receivable by State Street, after taking account of such withholding or deduction, being equal to such amounts as would have been received by State Street had no such Taxes been withheld or deducted. 8.9 The Borrower will indemnify and hold State Street harmless from and against any liability, loss or expense related to any Taxes that might be or are assessed against State Street by any authority in the jurisdiction of domicile of the Borrower having power to tax with respect to any payments made, or deemed to have been made, by the Borrower under this Agreement or any Collateral Documents. The Borrower agrees that it will not seek reimbursement for any such Taxes from State Street or any contributions by State Street with respect to the same. 8.10 The Borrower covenants that it shall comply with all relevant legislation, regulations and interpretative guidance in respect thereof concerning the taxation of securities lending arrangements so that neither State Street nor any Custodian incurs any Taxes arising out of the loan of Borrowed Securities to the Borrower and the return of Equivalent Securities. 8.11 The Borrower agrees that all fees to be paid by the Borrower to State Street under this Agreement shall be paid in United States Dollars or such other currency as may be designated from time to time by State Street.

Fees and Taxes. 8.1 The Parties 4.1 Licensee shall agree pay all fees stated in the Ordering Document and any other fees applicable to its subscription to Services as provided hereunder (the “Subscription Fee”). All Subscription Fees are due upon execution of the Ordering Document, or notice of a deemed subscription as provided herein, and payable on the basis and terms set forth therein. If no payment schedule is specified for any Subscription Fees, the entire amount shall be payable within 30 days of compensation Bluebook’s transmission to Licensee of an appropriate invoice. All amounts payable by Licensee under this Agreement will be paid to Bluebook without setoff or counterclaim, and without any deduction or withholding. Bluebook’s acceptance of partial payment or any payment of less than the full amount payable at any given time shall not constitute a waiver or release of Bluebook’s right to unpaid amounts. 4.2 If Licensee fails to timely make any payment of Subscription Fees, Bluebook may, in respect its sole discretion, take any or all of any Securities Loan hereunder the following actions: (a) restrict or suspend Licensee’s access to the Licensed Materials until all past-due payments are made, (b) terminate this Agreement, or (c) accelerate the payment of Subscription Fees such that all unpaid Subscription Fees shall be immediately payable. Bluebook shall have the right to charge interest at the time such Securities Loan is entered into rate of 1.5% per month (or, if less, the highest rate permitted by law) on any late payments. Restriction or suspension of Licensee’s online access to the PartiesLicensed Materials during period of non-payment shall have no effect on the Term of this Agreement nor on Licensee’s obligation to pay the Subscription Fee. 8.2 The Parties shall agree on 4.3 Licensee is responsible for any applicable taxes, including, without limitation, any sales, use, levies, duties, or any value added or similar taxes payable with respect to Licensee’s subscription and assessable by any local, state, provincial, federal, or foreign jurisdiction. Unless expressly specified otherwise in the basis Ordering Document, all fees, rates, and amount of compensation estimates exclude sales taxes. If Bluebook believes any such tax applies to be paid in respect of any Cash Loan hereunder at the time Licensee’s subscription and Bluebook has a duty to collect and remit such Cash Loan is entered into by the Parties. 8.3 To the extent the Borrower fails to deliver any portion of the Securities Loan Collateral required by Section 3 and Section 5 hereof to State Street within the time period required by Section 3.1 hereoftax, the Borrower shall pay interest to State Street on the aggregate notional amount of such Securities Loan Collateral that has not been delivered at a rate equal to one hundred (100) basis points from the date such Securities Loan Collateral was required to same may be delivered to State Street until the date such Securities Loan Collateral is delivered to State Street in accordance with Section 3.1 hereof. The foregoing sentence shall not affect State Street’s rights under Section 12 and Section 13 of this Agreement. 8.4 The Borrower shall pay compensation for any securities transaction effected pursuant to Section 4.6 hereof (i) by any Broker-Dealer Affiliate of State Street, in an amount not to exceed the brokerage commission rates set forth on Schedule B heretoan invoice to Licensee unless Licensee provides Bluebook with a valid tax exemption certificate, which exhibit may be amended from time to time by State Street upon ten (10) days prior written notice to the Borrowerdirect pay permit, or multi-state use certificate, and (ii) shall be paid by any third party Broker-DealerLicensee immediately or as provided in such invoice. Licensee shall indemnify, in an amount equal to such customary brokerage commissions and fees charged by such Broker Dealer. 8.5 The Borrower shall pay compensation for any foreign exchange transaction entered into with State Street on behalf of the Borrower pursuant to this Agreement in accordance with the provisions of Section 20. 8.6 The Borrower shall pay and indemnify defend, and hold State Street harmless Bluebook and its officers, directors, employees, shareholders, agents, partners, successors, and permitted assigns against all costs, including any and all Taxesactual or threatened claims, incurred hereunder by State Street in connection with any transfers hereunder by either the Borrower actions, or State Street proceedings of any of the Borrowed Securities, including any rights with respect thereto, Cash Loans, Cash Loan Collateral taxing authority arising from or Custodial Collateral. 8.7 The Borrower shall ensure that this Agreement and all instruments of transfer of any Borrowed Securities and Securities Loan Collateral provided or returned pursuant related to the terms failure to pay taxes owed by Licensee, except to the extent that any such claims, action, or proceeding is directly caused by a failure of this Agreement have been duly stamped in accordance with all applicable legislation and all other legalBluebook to remit amounts collected for such purpose from Licensee. Bluebook is solely responsible for taxes based upon Bluebook’s net income, regulatoryassets, self-regulatory organization or stock exchange requirements and are otherwise freely transferable in the recognized securities trading market. 8.8 Unless otherwise agreedpayroll, all monies payable by the Borrower to State Street under this Agreement or any Collateral Documents or in respect of any Securities Loan or Cash Loan by State Street shall be paid free and clear ofproperty, and without withholding or deduction for, any Taxes of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such Taxes is required by law. If the withholding or deduction of Taxes is required by law of the jurisdiction of domicile of the Borrower, the Borrower shall pay such additional amounts as will result in the net amounts receivable by State Street, after taking account of such withholding or deduction, being equal to such amounts as would have been received by State Street had no such Taxes been withheld or deductedemployees. 8.9 The Borrower will indemnify and hold State Street harmless from and against any liability, loss or expense related to any Taxes that might be or are assessed against State Street by any authority in the jurisdiction of domicile of the Borrower having power to tax with respect to any payments made, or deemed to have been made, by the Borrower under this Agreement or any Collateral Documents. The Borrower agrees that it will not seek reimbursement for any such Taxes from State Street or any contributions by State Street with respect to the same. 8.10 The Borrower covenants that it shall comply with all relevant legislation, regulations and interpretative guidance in respect thereof concerning the taxation of securities lending arrangements so that neither State Street nor any Custodian incurs any Taxes arising out of the loan of Borrowed Securities to the Borrower and the return of Equivalent Securities. 8.11 The Borrower agrees that all fees to be paid by the Borrower to State Street under this Agreement shall be paid in United States Dollars or such other currency as may be designated from time to time by State Street.

Fees and Taxes. 8.1 The Parties (a) Lessee agrees to pay any and all taxes, -------------- assessments, licenses, title and registration fees, including all sales, use and personal property taxes together with any penalties, fines or interest accruing as a result of Lessee's failure to timely comply with its obligations hereunder, which are assessed, levied or imposed by any governmental or taxing authority against Lessor with respect to any item of Equipment, or the purchase, acquisition, ownership, delivery, lease, possession, use, operation, control or return of the Equipment, which accrue during the Lease Term, excluding, however, any taxes measured by Lessor's net income. (b) Unless and until Lessor notifies Lessee to the contrary, the foregoing obligations of Lessee shall agree include preparation and submission of all filings to the applicable taxing authorities whether such filings would otherwise be the obligation of the Lessor or Lessee and as long as no Event of Default has occurred and is continuing hereunder, Lessor hereby appoints Lessee its agent and attorney-in-fact for the purpose making such filings on behalf of Lessor. Lessee agrees to provide copies of such filings to Lessor along with evidence of payment. Lessor agrees to cooperate fully with Lessee by executing any documents prepared by Lessee for filing and forwarding promptly to Lessee any assessments, bills, invoices or other correspondence received in connection therewith. In the basis and amount of compensation event that Lessor elects to be paid in respect pay personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of any Securities Loan hereunder at personal property tax statements and the time such Securities Loan is entered into by receipt or other document evidencing payment and Lessee agrees to promptly reimburse Lessor for the Parties. 8.2 The Parties shall agree on the basis and amount of compensation to be paid in respect of any Cash Loan hereunder at the time such Cash Loan is entered into by the Parties. 8.3 To the extent the Borrower fails to deliver any portion of the Securities Loan Collateral required by Section 3 and Section 5 hereof to State Street within the time period required by Section 3.1 hereof, the Borrower shall pay interest to State Street on the aggregate notional full amount of such Securities Loan Collateral that has taxes paid by Lessor. (c) Lessee shall not been delivered at a rate equal be obligated to one hundred (100) basis points pay any amount under this Section 6 so long as it shall be contesting the validity or the amount thereof by appropriate proceedings. Lessee agrees to indemnify, hold harmless and defend Lessor against any loss, claim or expense resulting from the date such Securities Loan Collateral was required to be delivered to State Street until the date such Securities Loan Collateral is delivered to State Street in accordance with Section 3.1 hereofnonpayment or contest. The foregoing sentence obligations and liabilities of Lessee under this Section 6 accruing during the Lease Term shall not affect State Street’s rights under Section 12 and Section 13 continue notwithstanding the termination of this Agreement. 8.4 The Borrower (d) Nothing in this Section 6 shall pay compensation for any securities transaction effected pursuant be deemed to Section 4.6 hereof obligate Lessee to pay: (i) by any Broker-Dealer Affiliate taxes, fees, assessments or other charges which have been included in the cost of State Street, the Equipment and reflected in an amount not to exceed the brokerage commission rates set forth on Schedule Exhibit B hereto, which exhibit may be amended from time to time by State Street upon ten (10) days prior written notice to the Borrower, and hereof; (ii) any taxes, fees or other charges imposed, based on or measured by any third party Broker-Dealer, in an amount equal to such customary brokerage commissions and fees charged by such Broker Dealer. 8.5 The Borrower shall pay compensation for any foreign exchange transaction entered into with State Street on behalf the income of the Borrower pursuant to this Agreement in accordance with the provisions of Section 20. 8.6 The Borrower shall pay and indemnify and hold State Street harmless against all costs, including any and all Taxes, incurred hereunder by State Street in connection with any transfers hereunder by either the Borrower or State Street of any of the Borrowed Securities, including any rights with respect thereto, Cash Loans, Cash Loan Collateral or Custodial Collateral. 8.7 The Borrower shall ensure that this Agreement and all instruments of transfer of any Borrowed Securities and Securities Loan Collateral provided or returned pursuant to the terms of this Agreement have been duly stamped in accordance with all applicable legislation and all other legal, regulatory, self-regulatory organization or stock exchange requirements and are otherwise freely transferable in the recognized securities trading market. 8.8 Unless otherwise agreed, all monies payable by the Borrower to State Street under this Agreement Lessor or any Collateral Documents taxes, fees or charges imposed in respect of any Securities Loan or Cash Loan by State Street shall be paid free and clear of, and without withholding or deduction for, any Taxes of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction lieu of such Taxes is required by law. If the withholding taxes, fees or deduction of Taxes is required by law of the jurisdiction of domicile of the Borrowercharges; or (iii) any business privilege, the Borrower shall pay such additional amounts as will result in the net amounts receivable by State Street, after taking account of such withholding franchise or deduction, being equal to such amounts as would have been received by State Street had no such Taxes been withheld other similar taxes or deducted. 8.9 The Borrower will indemnify and hold State Street harmless from and against any liability, loss or expense related to any Taxes that might be or are fees assessed against State Street by any authority in the jurisdiction of domicile of the Borrower having power to tax with respect to any payments made, or deemed to have been made, by the Borrower under this Agreement or any Collateral Documents. The Borrower agrees that it will not seek reimbursement for any such Taxes from State Street or any contributions by State Street with respect to the sameLessor. 8.10 The Borrower covenants that it shall comply with all relevant legislation, regulations and interpretative guidance in respect thereof concerning the taxation of securities lending arrangements so that neither State Street nor any Custodian incurs any Taxes arising out of the loan of Borrowed Securities to the Borrower and the return of Equivalent Securities. 8.11 The Borrower agrees that all fees to be paid by the Borrower to State Street under this Agreement shall be paid in United States Dollars or such other currency as may be designated from time to time by State Street.

Fees and Taxes. 8.1 8.1. The Parties shall agree in writing on the basis and amount of compensation to be paid in respect of any Securities Loan hereunder at the time such Securities Loan is entered into by the Parties. 8.2 The Parties shall agree on the basis and amount of compensation to be paid in respect of any Cash Loan hereunder at the time such Cash Loan is entered into by the Parties.8.2. [Reserved] 8.3 8.3. To the extent the Borrower fails to deliver any portion of the Securities Loan Collateral required by Section 3 and Section 5 hereof to State Street within the time period required by Section 3.1 hereof, the Borrower shall pay interest to State Street on the aggregate notional amount of such Securities Loan Collateral that has not been delivered at a rate equal to one hundred (100) basis points from the date such Securities Loan Collateral was required to be delivered to State Street until the date such Securities Loan Collateral is delivered to State Street in accordance with Section 3.1 hereof. The foregoing sentence shall not affect State Street’s rights under Section 12 and Section 13 of this Agreement. 8.4 8.4. The Borrower shall pay compensation for any securities transaction effected pursuant to Section 4.6 hereof (i) by any Broker-Dealer Affiliate of State Street, in an amount not to exceed the brokerage commission rates set forth on Schedule B hereto, which exhibit may be amended from time to time by State Street upon ten (10) days prior written notice to the Borrower, and (ii) by any third party Broker-Dealer, in an amount equal to such customary brokerage commissions and fees charged by such Broker Dealer. 8.5 8.5. The Borrower shall pay compensation for any foreign exchange transaction entered into with State Street on behalf of the Borrower pursuant to this Agreement in accordance with the provisions of Section 20. 8.6 8.6. The Borrower shall pay and indemnify and hold State Street harmless against all costs, including any and all Taxes, actually incurred hereunder by State Street and documented in connection with any transfers hereunder by either the Borrower or State Street of any of the Borrowed Securities, including any rights with respect thereto, Cash Loans, Cash Loan Collateral or Custodial Collateral. 8.7 8.7. The Borrower shall ensure that this Agreement and all instruments of transfer of any Borrowed Securities and Securities Loan Collateral provided or returned pursuant to the terms of this Agreement have been duly stamped in accordance with all applicable legislation and all other legal, regulatory, self-regulatory organization or stock exchange requirements and are otherwise freely transferable in the recognized securities trading market. 8.8 8.8. Unless otherwise agreed, all monies payable by the Borrower to State Street under this Agreement or any Collateral Documents or in respect of any Securities Loan or Cash Loan by State Street shall be paid free and clear of, and without withholding or deduction for, any Taxes of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such Taxes is required by law. If the withholding or deduction of Taxes is required by law of the jurisdiction of domicile of the Borrower, the Borrower shall pay such additional amounts as will result in the net amounts receivable by State Street, after taking account of such withholding or deduction, being equal to such amounts as would have been received by State Street had no such Taxes been withheld or deducted. 8.9 8.9. The Borrower will indemnify and hold State Street harmless from and against any liability, loss or expense related to any Taxes that might be or are assessed against State Street by any authority in the jurisdiction of domicile of the Borrower having power to tax with respect to any payments made, or deemed to have been made, by the Borrower under this Agreement or any Collateral Documents. The Borrower agrees that it will not seek reimbursement for any such Taxes from State Street or any contributions by State Street with respect to the same. 8.10 The Borrower 8.10. Each Party covenants that it shall comply with all relevant legislation, regulations and interpretative guidance in respect thereof to it concerning the taxation of securities lending arrangements so that neither none of State Street nor any Custodian incurs any Taxes arising out of the loan of Borrowed Securities to the Borrower and the return of Equivalent Securities. 8.11 8.11. The Borrower agrees that all fees to be paid by the Borrower to State Street under this Agreement shall be paid in United States Dollars or such other currency as may be designated from time to time by State Street.

Fees and Taxes. 8.1 The Parties shall agree Dealer agrees to pay the fees for the Leads in the amounts set forth in the online registration process or, if an order form was used, on the basis order form. The fees for the Leads shall be billed to and amount of compensation Dealer agrees to be paid in respect of any Securities Loan hereunder at pay the time such Securities Loan is entered into by fees for the Parties. 8.2 The Parties shall agree on the basis Leads through, and amount of compensation to be paid in respect of any Cash Loan hereunder at the time such Cash Loan is entered into by the Parties. 8.3 To the extent the Borrower fails to deliver any portion of the Securities Loan Collateral required by Section 3 and Section 5 hereof to State Street within the time period required by Section 3.1 hereof, the Borrower shall pay interest to State Street on the aggregate notional amount of such Securities Loan Collateral that has not been delivered at a rate equal to one hundred (100) basis points from the date such Securities Loan Collateral was required to be delivered to State Street until the date such Securities Loan Collateral is delivered to State Street in accordance with Section 3.1 hereofthe terms of, Dealer's Mazda parts statement; provided, that in the event billing through the Mazda parts statement is not feasible, Shift Digital may invoice Dealer directly for the Leads and Dealer agrees to pay such invoice within 10 days of receipt. The foregoing sentence shall Except as set forth otherwise herein, all charges under this Agreement will be due and payable as specified on and consistent with the payment terms of Dealer's Mazda parts statement. Shift Digital may increase fees by giving Dealer not affect State Street’s rights under Section 12 and Section 13 less than fifteen (15) days’ written notice prior to the effective date of this Agreement. 8.4 The Borrower shall the price increase. If Dealer fails to pay compensation for any securities transaction effected pursuant the Leads timely through its Mazda parts account, Dealer agrees to Section 4.6 hereof pay to Shift Digital, in addition to the fees for the Services: (i) by any Broker-Dealer Affiliate of State Street, in an amount not to exceed the brokerage commission rates set forth on Schedule B hereto, which exhibit may be amended from time to time by State Street upon ten (10) days prior written notice a finance charge equal to the Borrowerlower of 1.5% per month or the maximum amount permitted by law, and (ii) by any third party Broker-Dealer, in an amount equal to such customary brokerage commissions and fees charged by such Broker Dealer. 8.5 The Borrower shall pay compensation for any foreign exchange transaction entered into with State Street on behalf of the Borrower pursuant to this Agreement in accordance with the provisions of Section 20. 8.6 The Borrower shall pay and indemnify and hold State Street harmless against all costs, including any and all Taxes, costs incurred hereunder by State Street in connection with any transfers collection of past due amounts (including collection agency fees and reasonable attorney fees). In addition to the other rights reserved hereunder, Shift Digital expressly reserves the right to terminate the Agreement and disable Dealer’s access to the Leads for non-payment. All fees hereunder by either are subject to applicable sales, use, excise or similar taxes, whether or not included at the Borrower time the fees are billed. Dealer assumes exclusive liability for, and shall pay before delinquency, all sales, use, excise and other taxes, charges or State Street contributions of any of the Borrowed Securitieskind now or hereafter imposed on, including any rights with respect theretoto, Cash Loans, Cash Loan Collateral or Custodial Collateral. 8.7 The Borrower shall ensure that this Agreement and all instruments of transfer of any Borrowed Securities and Securities Loan Collateral provided or returned pursuant to the terms of this Agreement have been duly stamped in accordance with all applicable legislation and all other legal, regulatory, self-regulatory organization or stock exchange requirements and are otherwise freely transferable in the recognized securities trading market. 8.8 Unless otherwise agreed, all monies payable measured by the Borrower to State Street under this Agreement or any Collateral Documents or in respect of any Securities Loan or Cash Loan by State Street shall be paid free services and clear of, and without withholding or deduction for, any Taxes of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such Taxes is required by law. If the withholding or deduction of Taxes is required by law of the jurisdiction of domicile of the Borrower, the Borrower shall pay such additional amounts as will result in Leads except for taxes based on the net amounts receivable by State Street, after taking account income of such withholding or deduction, being equal to such amounts as would have been received by State Street had no such Taxes been withheld or deducted. 8.9 The Borrower will indemnify and hold State Street harmless from and against any liability, loss or expense related to any Taxes that might be or are assessed against State Street by any authority in the jurisdiction of domicile of the Borrower having power to tax with respect to any payments made, or deemed to have been made, by the Borrower under this Agreement or any Collateral DocumentsShift Digital. The Borrower agrees that it will not seek reimbursement for Dealer’s Mazda parts statement may include any such Taxes taxes that MNAO determines it is obligated to collect from State Street or any contributions by State Street Dealer with respect to the sameLeads, and Dealer agrees to timely remit the same to MNAO. 8.10 The Borrower covenants that it shall comply with all relevant legislation, regulations and interpretative guidance in respect thereof concerning the taxation of securities lending arrangements so that neither State Street nor any Custodian incurs any Taxes arising out of the loan of Borrowed Securities to the Borrower and the return of Equivalent Securities. 8.11 The Borrower agrees that all fees to be paid by the Borrower to State Street under this Agreement shall be paid in United States Dollars or such other currency as may be designated from time to time by State Street.

Fees and Taxes. 8.1 The Parties shall agree on In consideration for the basis Usage Rights granted under the Agreement, Customer agrees to pay Capita the fees set forth in the Product Order (including any Licence Fees, Support Fees, Hosting Fees and amount of compensation to be paid in respect of any Securities Loan hereunder at the time such Securities Loan is entered into by the PartiesProfessional Services Fees). 8.2 The Parties All sums payable under the Agreement are exclusive of VAT or any relevant local sales taxes, for which Customer shall agree on the basis be responsible, and amount of compensation which shall be added to be paid in respect of any Cash Loan hereunder Capita’s invoices at the time such Cash Loan is entered into by the Partiesappropriate rate. 8.3 To Any payments made by or due from Customer under the extent the Borrower fails to deliver any portion of the Securities Loan Collateral required by Section 3 and Section 5 hereof to State Street within the time period required by Section 3.1 hereof, the Borrower shall pay interest to State Street on the aggregate notional amount of such Securities Loan Collateral that has not been delivered at a rate equal to one hundred (100) basis points from the date such Securities Loan Collateral was required to be delivered to State Street until the date such Securities Loan Collateral is delivered to State Street in accordance with Section 3.1 hereof. The foregoing sentence shall not affect State Street’s rights under Section 12 and Section 13 of this Agreement. 8.4 The Borrower shall pay compensation for any securities transaction effected pursuant to Section 4.6 hereof (i) by any Broker-Dealer Affiliate of State Street, in an amount not to exceed the brokerage commission rates set forth on Schedule B hereto, which exhibit may be amended from time to time by State Street upon ten (10) days prior written notice to the Borrower, and (ii) by any third party Broker-Dealer, in an amount equal to such customary brokerage commissions and fees charged by such Broker Dealer. 8.5 The Borrower shall pay compensation for any foreign exchange transaction entered into with State Street on behalf of the Borrower pursuant to this Agreement in accordance with the provisions of Section 20. 8.6 The Borrower shall pay and indemnify and hold State Street harmless against all costs, including any and all Taxes, incurred hereunder by State Street in connection with any transfers hereunder by either the Borrower or State Street of any of the Borrowed Securities, including any rights with respect thereto, Cash Loans, Cash Loan Collateral or Custodial Collateral. 8.7 The Borrower shall ensure that this Agreement and all instruments of transfer of any Borrowed Securities and Securities Loan Collateral provided or returned pursuant to the terms of this Agreement have been duly stamped in accordance with all applicable legislation and all other legal, regulatory, self-regulatory organization or stock exchange requirements and are otherwise freely transferable in the recognized securities trading market. 8.8 Unless otherwise agreed, all monies payable by the Borrower to State Street under this Agreement or any Collateral Documents or in respect of any Securities Loan or Cash Loan by State Street shall be paid free and clear of, and without withholding of all taxation whatsoever save only for any deductions or deduction for, any Taxes of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such Taxes is withholdings required by law. If any deductions or withholdings are required by law, Customer shall be liable under this Section 8.3 to pay to Capita such further sums as will ensure that the aggregate of the sums paid or payable under the Agreement shall, after deducting therefrom all deductions or withholdings from such sums, leave Capita with the same amount as it would have been entitled to receive in the absence of any such deductions or withholdings. 8.4 The Parties shall use commercially reasonable efforts to do all such acts and things and to sign all such documents as will enable them to minimise the amount of any withholding tax obligation. In the event there is no applicable double taxation agreement or treaty, or if an applicable double taxation agreement or treaty reduces but does not eliminate such withholding or deduction of Taxes is required by law of the jurisdiction of domicile of the Borrowersimilar tax, the Borrower paying Party shall pay such additional amounts as will result withholding or similar tax to the appropriate government authority. 8.5 Unless otherwise set out in the net amounts receivable by State StreetProduct Order or applicable Product Terms, after taking account of such withholding or deduction, being equal to such amounts as would have been received by State Street had no such Taxes been withheld or deducted. 8.9 The Borrower will indemnify and hold State Street harmless from and against any liability, loss or expense related to any Taxes that might be or are assessed against State Street by any authority in the jurisdiction of domicile of the Borrower having power to tax with respect to any payments made, or deemed to have been made, by the Borrower under this Agreement or any Collateral Documents. The Borrower agrees that it will not seek reimbursement for any such Taxes from State Street or any contributions by State Street with respect to the same. 8.10 The Borrower covenants that it shall comply with all relevant legislation, regulations and interpretative guidance in respect thereof concerning the taxation of securities lending arrangements so that neither State Street nor any Custodian incurs any Taxes arising out of the loan of Borrowed Securities to the Borrower and the return of Equivalent Securities. 8.11 The Borrower agrees that all fees and expenses are to be paid to Capita in Pounds Sterling, by the Borrower electronic transfer of funds to State Street under this Agreement shall be paid in United States Dollars an account designated by Capita, or by such other currency means as Capita may be designated agree to. Capita’s invoices are due and payable in full within thirty (30) days from the date of the invoice. If Customer does not pay an undisputed Capita invoice in full within thirty 8.5.1 add an interest charge to the outstanding balance at the rate of four percent (4%) per annum above Barclays Bank Plc’s current base rate from time to time by State Street.time; this interest will begin to accrue on the day after the payment due date and will accumulate on the outstanding balance on a daily basis until paid in full; 8.5.2 if such failure continues for fourteen