U.K. Swing Line Loans. Subject to the terms and conditions set forth herein, the U.K. Swing Line Lender, in reliance upon the agreements of the other U.K. Lenders set forth in this Section 2.04, agrees to make loans (each such loan, a “U.K. Swing Line Loan”) to any U.K. Borrower in Dollars, Euros, or Sterling from time to time on any Business Day during the U.K. Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the U.K. Swing Line Sublimit; provided, that, # after giving effect to any U.K. Swing Line Loan, # the Total U.K. Outstandings shall not exceed the Aggregate U.K. Commitments, # the U.K. Revolving Credit Exposure of any U.K. Lender shall not exceed such U.K. Lender’s U.K. Commitment, and # the Dollar Equivalent of the aggregate amount of the outstanding U.K. Swing Line Loans issued by the U.K. Swing Line Lender shall not exceed the U.K. Swing Line Lender’s U.K. Swing Line Commitment, # no U.K. Borrower shall use the proceeds of any U.K. Swing Line Loan to refinance any outstanding U.K. Swing Line Loan, and # the U.K. Swing Line Lender shall be under no obligation to make any U.K. Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension will have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, each U.K. Borrower may borrow U.K. Swing Line Loans under this [Section 2.04(a)(iii)], prepay U.K. Swing Line Loans pursuant to Section 2.05, and reborrow U.K. Swing Line Loans under this [Section 2.04(a)(iii)]. Immediately upon the making of a U.K. Swing Line Loan, each U.K. Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.K. Swing Line Lender a risk participation in such U.K. Swing Line Loan in an amount equal to the product of such U.K. Lender’s Applicable Percentage times the amount of such U.K. Swing Line Loan.

U.S. Government Securities, in each case maturing within one year from the date of acquisition thereof;

“U.S. Special Resolution Regime” means each of # the Federal Deposit Insurance Act and the regulations promulgated thereunder and # Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

U.S. and Canada Participants (employees who are on the U.S. or Canadian payroll system):

USC § 1981 (which statute generally prohibits race discrimination);

U. S. Severance Plan. Employee is eligible to receive under The Dow Chemical Company U.S. Severance Plan (the “Severance Plan”): # a lump sum severance payment of $788,829.00 (less deductions or withholdings required by law or by agreement between the Parties and any outstanding amounts Employee owes to the Company, including but not limited to any outstanding balance owed on any housing or relocation loans), and # any other additional benefits that are available to the Employee under the Severance Plan.

U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.

U.S. Export Controls. This Order and all items furnished by Buyer to Seller in connection herewith shall at all times be subject to the export control laws and regulations of the U.S. including, but not limited to, 10 CFR Part 810 and U.S. Export Administration Regulations. Seller agrees and gives assurance that no items, equipment, materials, services, technical data, technology, software or other technical information or assistance furnished by Buyer, or any good or product resulting therefrom, shall be exported or re-exported by Seller or its authorized transferees, if any, directly or indirectly, except to the consignee(s), if any, specified on this Order, unless in accordance with applicable U.S. export laws and regulations. The aforesaid obligations shall survive any satisfaction, expiration, termination or discharge of any other contract obligations.

The U.S. employer identification number of ​ is ​; and

No U.K. income tax will be payable on the grant of the Option. The Company will, however, inform HMRC of the grant of the Option. No U.K. income tax should be payable on the exercise of UKA Options, provided that the UKA scheme retains its U.K. HMRC approved status and the Option is exercised at least 3 years and not more than 10 years from the date of grant.