Common use of Additional Adjustment Clause in Contracts

Additional Adjustment. If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 20 consecutive Scheduled Trading Days, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to any Transaction exceeds a weighted average rate equal to the Initial Stock Borrow Rate (as set forth in the relevant Transaction Supplement), the Calculation Agent shall reduce the Forward Price to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to the Initial Stock Borrow Rate (as set forth in the relevant Transaction Supplement) during such period. Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting or Change In Law) shall be as specified in the “Acceleration Events” and the “Termination Settlement” provisions of Paragraph 7(f) and Paragraph 7(g) of this Master Confirmation Agreement, respectively, below. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable, except Failure to Deliver or except to the extent expressly referenced in Paragraph 7(f)(iv) of this Master Confirmation Agreement below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%.” Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable

Additional Adjustment. If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 20 10 consecutive Scheduled Trading DaysDay period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to any the Transaction exceeds a weighted average rate equal to the Initial Stock Borrow Rate (as set forth in the relevant Transaction Supplement)[•] basis points per annum, the Calculation Agent shall reduce the Forward Price to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to the Initial Stock Borrow Rate (as set forth in the relevant Transaction Supplement) [•] basis points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. Extraordinary Events: Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting Delisting, or Change In Law) shall be as specified in below under the headings “Acceleration Events” and the “Termination Settlement” provisions of Paragraph in Paragraphs 7(f) and Paragraph 7(g) of this Master Confirmation Agreement), respectively, below. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable, except Failure to Deliver or applicable except to the extent expressly referenced in Paragraph 7(f)(iv) of this Master Confirmation Agreement below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%.” Non-Reliance: Applicable 7 Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable

Additional Adjustment. If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), its affiliate) over any 20 consecutive Scheduled Trading Days, one month period of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to any the Transaction exceeds a weighted average rate equal to the Initial Stock Borrow Rate (as set forth in the relevant Transaction Supplement)[•] basis points per annum, the Calculation Agent shall reduce the Forward Price to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to the Initial Stock Borrow Rate (as set forth in the relevant Transaction Supplement) [•] basis points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. Extraordinary Events: Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting Delisting, or Change In Law) shall be as specified in below under the headings “Acceleration Events” and the “Termination Settlement” provisions of Paragraph in Paragraphs 7(f) and Paragraph 7(g) of this Master Confirmation Agreement), respectively, below. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable, except Failure to Deliver or applicable except to the extent expressly referenced in Paragraph 7(f)(iv) of this Master Confirmation Agreement below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%.” Hedging Party: Dealer for all applicable Additional Disruption Events. Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable

Additional Adjustment. ​ If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 20 consecutive Scheduled Trading Daysone month period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to any this Transaction exceeds a weighted average rate equal to the Initial Stock Borrow Rate (as set forth in the relevant Transaction Supplement)[●] basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to the Initial Stock Borrow Rate (as set forth in the relevant Transaction Supplement) [●] basis points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. Extraordinary Events: ​ ​ Extraordinary Events: ​ In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting Delisting, or Change In Law) shall be as specified in below under the headings “Acceleration Events” and the “Termination Settlement” provisions of Paragraph in Paragraphs 7(f) and Paragraph 7(g) of this Master Confirmation Agreement), respectively, below. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable, except Failure to Deliver or applicable except to the extent expressly referenced in Paragraph 7(f)(iv) of this Master Confirmation Agreement below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%.” Non-Reliance: ​ Applicable Agreements and Acknowledgments Regarding Hedging Activities: ​ Applicable Additional Acknowledgments: ​ Applicable

Additional Adjustment. If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 20 10 consecutive Scheduled Trading DaysDay period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to any this Transaction exceeds a weighted average rate equal to the Initial Stock Borrow Rate (as set forth in the relevant Transaction Supplement)[*] basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to the Initial Stock Borrow Rate (as set forth in the relevant Transaction Supplement) [*] basis points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting Delisting, or Change In Law) shall be as specified in below under the headings “Acceleration Events” and the “Termination Settlement” provisions of Paragraph in Paragraphs 7(f) and Paragraph 7(g) of this Master Confirmation Agreement), respectively, below. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable, except Failure to Deliver or applicable except to the extent expressly referenced in Paragraph 7(f)(iv) of this Master Confirmation Agreement below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%.” Non-Reliance: Applicable Agreements and Acknowledgments Acknowledgments: Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable

Additional Adjustment. If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 20 10 consecutive Scheduled Trading DaysDay period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to any this Transaction exceeds a weighted average rate equal to the Initial Stock Borrow Rate (as set forth in the relevant Transaction Supplement)[*] basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to the Initial Stock Borrow Rate (as set forth in the relevant Transaction Supplement) [*] basis points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting Delisting, or Change In Law) shall be as specified in below under the headings “Acceleration Events” and the “Termination Settlement” provisions of Paragraph in Paragraphs 7(f) and Paragraph 7(g) of this Master Confirmation Agreementbelow, respectively, below. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable, except Failure to Deliver or applicable except to the extent expressly referenced in Paragraph 7(f)(iv) of this Master Confirmation Agreement below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “1525%.” Non-Reliance: Applicable Agreements and Acknowledgments Acknowledgments: Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable

Additional Adjustment. If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 20 10 consecutive Scheduled Trading DaysDay period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to any the Transaction exceeds a weighted average rate equal to the Initial Stock Borrow Rate (as set forth in the relevant Transaction Supplement)25 basis points per annum, the Calculation Agent shall reduce the Forward Price to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to the Initial Stock Borrow Rate (as set forth in the relevant Transaction Supplement) 25 basis points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting Delisting, or Change In Law) shall be as specified in below under the headings “Acceleration Events” and the “Termination Settlement” provisions of Paragraph in Paragraphs 7(f) and Paragraph 7(g) of this Master Confirmation Agreement), respectively, below. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable, except Failure to Deliver or applicable except to the extent expressly referenced in Paragraph 7(f)(iv) of this Master Confirmation Agreement below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%.” Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable”

Additional Adjustment. If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 20 consecutive Scheduled Trading Daysone week period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to any this Transaction exceeds a weighted average rate equal to the Initial Stock Borrow Rate (as set forth in the relevant Transaction Supplement)[] basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to the Initial Stock Borrow Rate (as set forth in the relevant Transaction Supplement) [] basis points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. Extraordinary Events: Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting Delisting, or Change In Law) shall be as specified in below under the headings “Acceleration Events” and the “Termination Settlement” provisions of Paragraph in Paragraphs 7(f) and Paragraph 7(g) of this Master Confirmation Agreement), respectively, below. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable, except Failure to Deliver or applicable except to the extent expressly referenced in Paragraph 7(f)(iv) of this Master Confirmation Agreement below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%.” Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable

Additional Adjustment. If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 20 consecutive Scheduled Trading Daysone month period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to any this Transaction exceeds a weighted average rate equal to the Initial Stock Borrow Rate (as set forth in the relevant Transaction Supplement)[] basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to the Initial Stock Borrow Rate (as set forth in the relevant Transaction Supplement) [] basis points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. Extraordinary Events: Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting Delisting, or Change In Law) shall be as specified in below under the headings “Acceleration Events” and the “Termination Settlement” provisions of Paragraph in Paragraphs 7(f) and Paragraph 7(g) of this Master Confirmation Agreement), respectively, below. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable, except Failure to Deliver or applicable except to the extent expressly referenced in Paragraph 7(f)(iv) of this Master Confirmation Agreement below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%.” Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable