Common use of Additional Disruption Events Clause in Contracts

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: (i)Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section: “For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. ; and (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: Not Applicable Loss of Stock Borrow: Not Applicable.

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, of the formal or informal interpretation”, (ii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “and/or Hedge Position” after in the manner contemplated by the Hedging Party on the Trade Date”, (iii) replacing the word “Shares” with “Hedge Positions” in clause (X) thereof and (iiiiv) replacing inserting the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: (i)Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words ” at the end of clause (A) thereof: . In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section: “For the avoidance of doubtWSTAA”), the term “equity price risk” parties hereby agree that neither the enactment of WSTAA or any regulation under the WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, shall be deemed limit or otherwise impair either party’s otherwise applicable rights to includeterminate, renegotiate, modify, amend or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the Agreement (including, but shall not be limited to, stock price and volatility risk. Andrights arising from Change in Law, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. ; and (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. , Loss of Stock Borrow, Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third and fourth sentences thereof. , Increased Cost of Stock Borrow: Not Applicable Loss of Stock BorrowBorrow or Illegality (as defined in the Agreement)). Failure to Deliver: Not Applicable. Insolvency Filing: Applicable.

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by adding the phrase “and/or Hedge Position” after replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position” and (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: that (i)Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section: “For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. ; and (ii1) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption,” and (2) Section 12.9(a) of the Equity Definitions is hereby amended by inserting (i) the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (ii) the following at the end of such Section: “Such inability described in clause (A) or (B) above shall not constitute a “Hedging Disruption” if such inability results solely from the Hedging Party’s creditworthiness or financial position”. Increased Cost of Hedging: Applicable; provided that for purposes of this Confirmation (1) (x) the comma immediately preceding “(B)” in the seventh line of Section 12.9(b)(vi) of the Equity Definitions shall be amended by replaced with the word “or”, (iy) deleting clause (C) of Section 12.9(b)(vi) of the second sentence thereof Equity Definitions shall be deleted and (iiz) deleting the third words “either party” in the twelfth line of Section 12.9(b)(vi) of the Equity Definitions shall be replaced with the words “the Hedging Party” and fourth sentences thereof(2) such increased cost described in Section 12.9(a)(vi) of the Equity Definitions shall not constitute an “Increased Cost of Hedging” if such increased costs results from solely the Hedging Party’s creditworthiness or financial position. Loss of Stock Borrow: Not Applicable Increased Cost of Stock Borrow: Not Applicable Loss Hedging Party: For all applicable Additional Disruption Events, Dealer who, in such capacity, shall make all determinations and calculations in good faith and in a commercially reasonable manner. Determining Party: For all Extraordinary Events, Dealer, in each case subject to the following: The Determining Party is Dealer, whose judgments, determinations and calculations as Determining Party shall be made in good faith and in a commercially reasonable manner. Following any determination or calculation by the Determining Party hereunder, upon a written request by Counterparty, the Determining Party shall promptly (but in any event within five Scheduled Trading Days) provide to Counterparty by email to the email address provided by Counterparty in such request a report (in a commonly used file format for the storage and manipulation of Stock Borrowfinancial data) displaying in reasonable detail the basis for such determination or calculation (including any assumptions used in making such determination or calculation), it being understood that the Determining Party shall not be obligated to disclose any proprietary or confidential data or information or any proprietary or confidential models used by it for such determination or calculation. Non-Reliance: Not Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgements: Applicable.

Additional Disruption Events. Change in Law: Applicable; provided that (I) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement or statement of, the formal or informal interpretation”, ; (ii) by adding the phrase “and/or Hedge Position” after replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position”; (iii) immediately before the phrase “it has become illegal” in clause (X) thereof and thereof, adding the phrase “it will, or there is a substantial likelihood that it will, within the next 10 calendar days, but before the Termination Date of the Transaction become, or”, (iiiiv) replacing the parenthetical beginning after immediately following the word “regulationTransaction” in the second line thereof with clause (X) thereof, adding the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: (i)Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (bv) inserting adding the following two phrases at proviso to the end of such Sectionclause (Y) thereof: “For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any provided that such transactions or assets referred to in phrases (A) or (B) above must be available on party has used commercially reasonable pricing terms. efforts to avoid such increased cost on terms reasonably acceptable to the Hedging Party” (it being understood that such party need not take any action that does not meet the Avoidance Criteria)”; and (iiII) Section 12.9(b)(iii12.9(b)(i) of the Equity Definitions is hereby amended by inserting adding the following at the end thereof: “(to the extent an event constitutes a Change in the third line thereof, after the words “Law pursuant to terminate the Transaction”, the words “or a portion clause (Y) of the Transaction affected by such Hedging Disruption”. Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi12.9(a)(ii) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third and fourth sentences thereof. an Increased Cost of Stock Borrow: Not Applicable Loss Hedging, such event shall be deemed to only constitute an Increased Cost of Stock Borrow: Not ApplicableHedging)”.

Additional Disruption Events. Change in Law: Applicable; provided that (A) any determination as to whether (i) the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law) or (ii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof and (ii) by replacing the phrase words “the interpretation” with the words “or public announcement of any formal or informal interpretation” in the third line thereof and (C) the words “, unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction with the phrase intent to avoid its obligations under the terms of the Transaction” are added immediately following the word “, or public announcement of, Transaction” in the formal or informal interpretation”, (iififth line thereof; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof with adding the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: (i)Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and immediately following the word “Transaction” in clause (bX) inserting the following two phrases at the end of such Sectionthereof,. Failure to Deliver: “For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. ; and (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Applicable Hedging Disruption”. : Applicable Increased Cost of Hedging: Not Applicable Increased Cost of Stock Borrow: Applicable; provided that Section 12.9(b)(vi12.9(b)(v) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third third, fourth and fourth fifth sentences thereof. Increased Cost For the avoidance of Stock Borrow: Not Applicable Loss doubt, upon the announcement of Stock Borrow: Not Applicableany event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as used in Section 12.9(a)(viii) of the Equity Definitions shall include any commercially reasonable cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its commercially reasonable hedge position with respect to the relevant Transaction, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable.

Additional Disruption Events. Change in Law: Applicable; provided that (A) any determination as to whether (i) the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law) or (ii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof and (ii) by replacing the phrase words “the interpretation” with the words “or public announcement of any formal or informal interpretation” in the third line thereof and (C) the words “, unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction with the phrase intent to avoid its obligations under the terms of the Transaction” are added immediately following the word “, or public announcement of, Transaction” in the formal or informal interpretation”, (iififth line thereof; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) replacing the parenthetical beginning after by immediately following the word “regulationTransaction” in the second line thereof with clause (X) thereof, adding the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: (i)Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of ”. Failure to Deliver: Applicable with respect to a Transaction if Dealer is required to deliver Shares under such Section: “For the avoidance of doubtTransaction; otherwise, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility riskNot Applicable. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. ; and (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. : Applicable Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) adding the word “or” before clause (B) of the second sentence thereof, (ii) deleting clause (C) of the second sentence thereof and (iiiii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: Not Applicable Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) adding the word “or” before clause (B) of the second sentence thereof, (ii) deleting clause (C) of the second sentence thereof and (iii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as used in Section 12.9(a)(viii) of the Equity Definitions shall include any commercially reasonable cost borne or amount payable by the Hedging Party in respect of maintaining, adjusting or reestablishing its commercially reasonable hedge position with respect to the relevant Transaction, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable. For the avoidance of doubt, for each Transaction, Increased Cost of Stock Borrow shall apply from the beginning of the Forward Hedge Selling Period for such Transaction. Initial Stock Loan Rate: For each Transaction, as specified in the Supplemental Confirmation for such Transaction. Loss of Stock Borrow: Not Applicable.; provided that Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its entirety and (ii) deleting the words “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the second sentence thereof. For the avoidance of doubt, for each Transaction, Loss of Stock Borrow shall apply from the beginning of the Forward Hedge Selling Period for such Transaction. Maximum Stock Loan Rate: For each Transaction, as specified in the Supplemental Confirmation for such Transaction. Hedging Party: For all applicable Additional Disruption Events, Dealer Determining Party: For all applicable Extraordinary Events, Dealer

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, and (ii) by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof ; and provided further, that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (iiiii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: (i)Section 12.9(a)(v) Applicable on and following the first Trading Day of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section: “For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. ; and (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”Forward Hedge Selling Period. Increased Cost of Hedging: ApplicableApplicable on and following the first Trading Day of the Forward Hedge Selling Period; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and thereof, (ii) deleting replacing the words “terminate the Transaction” in the third sentence thereof with “designate a Termination Settlement Date in respect of the Transaction”, and fourth sentences thereof(iii) inserting the following language at the end of such Section: “provided, however, that any such increased tax, duty, expense or fee that occurs solely due to the deterioration of the creditworthiness of the Hedging Party relative to comparable financial institutions shall not be an Increased Cost of Hedging.”. Increased Cost of Stock Borrow: Not Applicable on and following the first Trading Day of the Forward Hedge Selling Period; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof, (ii) replacing the words “terminate the Transaction” in the third sentence thereof with “designate a Termination Settlement Date in respect of the Transaction”, and (iii) deleting the fifth sentence thereof. Initial Stock Loan Rate: For each Transaction, as specified in the Supplemental Confirmation which shall be as specified in the related Forward Placement Notice or Amended Notice, as applicable. Loss of Stock Borrow: Not ApplicableApplicable on and following the first Trading Day of the Forward Hedge Selling Period; provided that Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its entirety and (ii) deleting the words “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the second sentence thereof.

Additional Disruption Events. Change in Law: ApplicableWith respect to any Transaction, applicable; provided that (A) any determination as to whether (i) the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law) or (ii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date of such Transaction, (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof and (ii) by replacing the phrase words “the interpretation” with the words “or public announcement of any formal or informal interpretation” in the third line thereof and (C) the words “, unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction with the phrase intent to avoid its obligations under the terms of the Transaction” are added immediately following the word “, or public announcement of, Transaction” in the formal or informal interpretation”, (iififth line thereof; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) replacing the parenthetical beginning after by immediately following the word “regulationTransaction” in the second line thereof with clause (X) thereof, adding the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: (i)Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of ”. Failure to Deliver: Applicable with respect to a Transaction if Dealer is required to deliver Shares under such Section: “For the avoidance of doubtTransaction; otherwise, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility riskNot Applicable. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. ; and (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. : Applicable Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) adding “or” before clause (B) of the second sentence thereof; (ii) deleting clause (C) of the second sentence thereof and thereof; (iiiii) deleting the third and fourth sentences thereof. ; and (iv) inserting the following language at the end of such Section: “provided, however, that any such increased tax, duty, expense or fee that occurs solely due to the deterioration of the creditworthiness of the Hedging Party relative to comparable financial institutions shall not be an Increased Cost of Stock Borrow: Not Applicable Loss of Stock Borrow: Not ApplicableHedging.”

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by adding the phrase “and/or Hedge Position” after replacing the word “Shares” where it appears in clause (X) thereof and with the words “Hedge Position”, (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)”” and (iv) adding the words “provided that, in the case of clause (Y) hereof where such determination is based on Dealer’s policies and procedures, such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner;” after the semi-colon in the last line thereof. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: (i)Section i) Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section: “For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. .”; and (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Increased Cost of Hedging: ApplicableNot Applicable Hedging Party: For all applicable Additional Disruption Events, Dealer. Determining Party: For all applicable Extraordinary Events, Dealer; provided that, when making any determination or calculation as “Determining Party,” Dealer shall do so in good faith and in a commercially reasonable manner. Following any determination or calculation by Determining Party hereunder, upon a written request by Counterparty (which may be by email), Determining Party will promptly (but in any event within five Exchange Business Days) provide to Counterparty by email to the email address provided by Counterparty in such written request a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such determination or calculation (including any assumptions used in making such determination or calculation), it being understood that Section 12.9(b)(vi) of the Equity Definitions shall in no event will Determining Party be amended obligated to share with Counterparty any proprietary or confidential data or information or any proprietary or confidential models used by (i) deleting clause (C) of the second sentence thereof it in making such determination or calculation or any information that may be proprietary or confidential or subject to an obligation not to disclose such information. Non-Reliance: Applicable Agreements and (ii) deleting the third and fourth sentences thereof. Increased Cost of Stock BorrowAcknowledgments Regarding Hedging Activities: Not Applicable Loss of Stock BorrowAdditional Acknowledgments: Not Applicable.

Additional Disruption Events. Change in Law: ApplicableWith respect to any Transaction, applicable; provided that (A) any determination as to whether (i) the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law) or (ii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date of such Transaction, (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof and (ii) by replacing the phrase words “the interpretation” with the words “or public announcement of any formal or informal interpretation” in the third line thereof and (C) the words “, unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction with the phrase intent to avoid its obligations under the terms of the Transaction” are added immediately following the word “, or public announcement of, Transaction” in the formal or informal interpretation”, (iififth line thereof; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) replacing the parenthetical beginning after by immediately following the word “regulationTransaction” in the second line thereof with clause (X) thereof, adding the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: (i)Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of ”. Failure to Deliver: Applicable with respect to a Transaction if Party A is required to deliver Shares under such Section: “For the avoidance of doubtTransaction; otherwise, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility riskNot Applicable. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. ; and (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. : Applicable Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) adding “or” before clause (B) of the second sentence thereof; (ii) deleting clause (C) of the second sentence thereof; (iii) deleting the third and fourth sentences thereof; and (iv) inserting the following language at the end of such Section: “provided, however, that any such increased tax, duty, expense or fee that occurs solely due to the deterioration of the creditworthiness of the Hedging Party relative to comparable financial institutions shall not be an Increased Cost of Hedging.” Increased Cost of Stock Borrow: Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); (ii) deleting clause (C) of the second sentence thereof and (iiiii) deleting the third third, fourth and fourth fifth sentences thereof. Increased Cost For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as used in Section 12.9(a)(viii) of the Equity Definitions shall include any commercially reasonable cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its hedge position, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable. Initial Stock BorrowLoan Rate: Not Applicable For each Transaction, as specified in the Supplemental Confirmation for such Transaction. Loss of Stock Borrow: Not Applicable.; provided that Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its entirety and (ii) deleting the words “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the second sentence thereof. Maximum Stock Loan Rate: For each Transaction, as specified in the Supplemental Confirmation for such Transaction. Hedging Party: For all applicable Additional Disruption Events, Party A.

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by adding the phrase “and/or Hedge Position” after replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position” and (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: that (i)Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section: “For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. ; and (ii1) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption,” and (2) Section 12.9(a) of the Equity Definitions is hereby amended by inserting (i) the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (ii) the following at the end of such Section: “Such inability described in clause (A) or (B) above shall not constitute a “Hedging Disruption” if such inability results solely from the Hedging Party’s creditworthiness or financial position”. Increased Cost of Hedging: Applicable; provided that for purposes of this Confirmation (1) (x) the comma immediately preceding “(B)” in the seventh line of Section 12.9(b)(vi) of the Equity Definitions shall be amended by replaced with the word “or”, (iy) deleting clause (C) of Section 12.9(b)(vi) of the second sentence thereof Equity Definitions shall be deleted and (iiz) deleting the third words “either party” in the twelfth line of Section 12.9(b)(vi) of the Equity Definitions shall be replaced with the words “the Hedging Party” and fourth sentences thereof(2) such increased cost described in Section 12.9(a)(vi) of the Equity Definitions shall not constitute an “Increased Cost of Hedging” if such increased costs results from solely the Hedging Party’s creditworthiness or financial position. Loss of Stock Borrow: Not Applicable Increased Cost of Stock Borrow: Not Applicable Loss of Stock BorrowHedging Party: Not ApplicableFor all applicable Additional Disruption Events, Dealer who, in such capacity, shall make all determinations and calculations in good faith and in a commercially reasonable manner.

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) replacing inserting the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof, (ii) by the replacement of the word “Shares” with “Hedge Positions” in clause (X) thereof; (iii) by adding the phrase “or announcement” immediately after the phrase “due to the promulgation” in the third line thereof and adding the phrase “formal or informal” before the word “interpretation” in the same line; (iv) immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date” and (v) adding the following proviso to the end of clause (Y) thereof: “provided that such party has used commercially reasonable efforts to avoid such increased cost on terms acceptable to the Hedging Party”. Failure to Deliver: Not Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Insolvency Filing: Applicable Hedging Disruption: Applicable; provided that: (i)Section i) Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section: “For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. .”; and (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: Not Applicable Loss of Stock BorrowHedging Party: Not Dealer for all applicable Additional Disruption Events Determining Party: Dealer for all applicable Extraordinary Events Non-Reliance: Applicable Agreements and Acknowledgements Regarding Hedging Activities: Applicable Additional Acknowledgements: Applicable.

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by adding the phrase “and/or Hedge Position” after replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position” and (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: (i)Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section: “For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. ; and (ii) that Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Increased Cost of Hedging: Applicable; provided that for purposes of this Confirmation (x) the comma immediately preceding “(B)” in the seventh line of Section 12.9(b)(vi) of the Equity Definitions shall be amended by replaced with the word “or”, (iy) deleting clause (C) of Section 12.9(b)(vi) of the second sentence thereof Equity Definitions shall be deleted and (iiz) deleting the third and fourth sentences thereofwords “either party” in the twelfth line of Section 12.9(b)(vi) of the Equity Definitions shall be replaced with the words “the Hedging Party”. Loss of Stock Borrow: Not Applicable Increased Cost of Stock Borrow: Not Applicable Loss of Stock BorrowHedging Party: Not For all applicable Additional Disruption Events, Dealer who, in such capacity, shall make all determinations and calculations in good faith and in a commercially reasonable manner. Determining Party: For all applicable Extraordinary Events, Dealer. Non-Reliance: Applicable Agreements and Acknowledgements Regarding Hedging Activities: Applicable Additional Acknowledgements: Applicable.

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) replacing inserting the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof, (ii) by the replacement of the word “Shares” with “Hedge Positions” in clause (X) thereof; (iii) by adding the phrase “or announcement” immediately after the phrase “due to the promulgation” in the third line thereof and adding the phrase “formal or informal” before the word “interpretation” in the same line; (iv) immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date” and (v) adding the following proviso to the end of clause (Y) thereof: “provided that such party has used commercially reasonable efforts to avoid such increased cost on terms acceptable to the Hedging Party”. Failure to Deliver: Inapplicable Insolvency Filing: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: 200 basis points per annum Increased Cost of Stock Borrow: Applicable Initial Stock Loan Rate: 25 basis points per annum Increased Cost of Hedging: Not Applicable. Hedging Disruption: Applicable; provided that: (i)Section i) Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section: “For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. .”; and (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Increased Cost of HedgingHedging Party: Dealer for all applicable Additional Disruption Events Determining Party: Dealer for all applicable Extraordinary Events Non-Reliance: Applicable Agreements and Acknowledgements Regarding Hedging Activities: Applicable Additional Acknowledgements: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: Not Applicable Loss of Stock Borrow: Not Applicable.

Additional Disruption Events. Change in Law: Applicable; provided that (A) any determination as to whether (i) the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law) or (ii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof and (ii) by replacing the phrase words “the interpretation” with the words “or public announcement of any formal or informal interpretation” in the third line thereof and (C) the words “, unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction with the phrase intent to avoid its obligations under the terms of the Transaction” are added immediately following the word “, or public announcement of, Transaction” in the formal or informal interpretation”, (iififth line thereof; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) replacing the parenthetical beginning after by immediately following the word “regulationTransaction” in the second line thereof with clause (X) thereof, adding the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: (i)Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of ”. Failure to Deliver: Applicable with respect to a Transaction if Dealer is required to deliver Shares under such Section: “For the avoidance of doubtTransaction; otherwise, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility riskNot Applicable. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. ; and (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. : Applicable Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) adding the word “or” before clause (B) of the second sentence thereof, (ii) deleting clause (C) of the second sentence thereof and (iiiii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: Not Applicable Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) adding the word “or” before clause (B) of the second sentence thereof, (ii) deleting clause (C) of the second sentence thereof and (iii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as used in Section 12.9(a)(viii) of the Equity Definitions shall include any commercially reasonable cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its commercially reasonable hedge position with respect to the relevant Transaction, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable. Initial Stock Loan Rate: For each Transaction, as specified in the Supplemental Confirmation for such Transaction. Loss of Stock Borrow: Not Applicable.; provided that Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its entirety and (ii) replacing the words “neither the Non-Hedging Party nor the Lending Party lends” with “the Lending Party does not lend” in the second sentence thereof. Maximum Stock Loan Rate: For each Transaction, as specified in the Supplemental Confirmation for such Transaction. Hedging Party: For all applicable Additional Disruption Events, Dealer Determining Party: For all applicable Extraordinary Events, Dealer

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by adding the phrase “and/or Hedge Position” after replacing the word “Shares” where it appears in clause (X) thereof and with the words “Hedge Position”, (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)”. Failure , and (iv) adding the words “provided that in the case of clause (Y) hereof and any law, regulation or interpretation, the consequence of such law, regulation or interpretation is applied consistently by Dealer to Deliver: Applicable if all of its similarly situated counterparties and/or similar transactions; and provided further that it shall not constitute a “Change in Law” unless Dealer is has used commercially reasonable efforts to avoid such illegality or increased cost, it being understood and agreed that Dealer shall not be required to deliver Shares hereunder; otherwiseviolate any applicable law, Not Applicablerule or regulation in connection with avoiding such illegality or increased cost;” after the semi-colon in the last line thereof. Hedging Disruption: Applicable; provided that: Notwithstanding anything to the contrary herein or in the Equity Definitions, upon the occurrence of the “Change in Law” as set forth in clause (i)Section 12.9(a)(vY) of Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section: “For the avoidance of doubtDefinitions, the term provisions applicable to an “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. ; and (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Increased Cost of Hedging: Applicable; provided that ” as set forth in Section 12.9(b)(vi) of the Equity Definitions shall be amended by apply to such “Change in Law” (i) deleting clause (C) in lieu of the second sentence thereof and (ii) deleting the third and fourth sentences thereofprovisions set forth in Section 12.9(b)(i)). Increased Cost of Stock BorrowFailure to Deliver: Not Applicable Loss of Stock BorrowHedging Disruption: Not Applicable.; provided that:

Additional Disruption Events. Change in Law: Applicable; provided that (A) any determination as to whether (i) the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law) or (ii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date; (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof and (ii) by replacing the phrase words “the interpretation” with the words “or public announcement of any formal or informal interpretation” in the third line thereof thereof; and (C) the words “, unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction with the phrase intent to avoid its obligations under the terms of the Transaction” are added immediately following the word “, or public announcement of, Transaction” in the formal or informal interpretation”, (iififth line thereof; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof thereof; and (iii) replacing the parenthetical beginning after by immediately following the word “regulationTransaction” in the second line thereof with clause (X) thereof, adding the phrase “(including, for in the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated manner contemplated by existing statute)the Hedging Party on the Trade Date”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: (i)Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section: “For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. ; and (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) adding the word “or” before clause (B) of the second sentence thereof, (ii) deleting clause (C) of the second sentence thereof and (iiiii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: Not Applicable Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) adding the word “or” before clause (B) of the second sentence thereof, (ii) deleting clause (C) of the second sentence thereof and (iii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as used in Section 12.9(a)(viii) of the Equity Definitions shall include any commercially reasonable cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its commercially reasonable hedge position, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable. Initial Stock Loan Rate: 25 basis points per annum. Loss of Stock Borrow: Not Applicable; provided that Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its entirety and (ii) deleting the words “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the second sentence thereof. Maximum Stock Loan Rate: 200 basis points per annum. Hedging Party: For all applicable Additional Disruption Events, Dealer.

Additional Disruption Events. Change in Law: Applicable; provided that (A) any determination as to whether (i) the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law) or (ii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof and (ii) by replacing the phrase words “the interpretation” with the words “or public announcement of any formal or informal interpretation” in the third line thereof and (C) the words “, unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction with the phrase intent to avoid its obligations under the terms of the Transaction” are added immediately following the word “, or public announcement of, Transaction” in the formal or informal interpretation”, (iififth line thereof; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) replacing the parenthetical beginning after by immediately following the word “regulationTransaction” in the second line thereof with clause (X) thereof, adding the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: (i)Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of ”. Failure to Deliver: Applicable with respect to a Transaction if Dealer is required to deliver Shares under such Section: “For the avoidance of doubtTransaction; otherwise, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility riskNot Applicable. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. ; and (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. : Applicable Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) adding the word “or” before clause (B) of the second sentence thereof, (ii) deleting clause (C) of the second sentence thereof and (iiiii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: Not Applicable Loss Applicable; provided that Section 12.9(b)(v) of Stock Borrow: Not Applicablethe Equity Definitions shall be amended by (i) adding the word “or” before clause (B) of the second sentence thereof, (ii) deleting clause (C) of the second sentence thereof and (iii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as used in Section 12.9(a)(viii) of the Equity Definitions shall include any commercially reasonable cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its commercially reasonable hedge position with respect to the relevant Transaction, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable.

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Notwithstanding anything to the contrary in the Equity Definitions (x) a Change in Law described in clause (Y) of Section 12.9(a)(ii) of the Equity Definitions shall not constitute a Change in Law and instead shall constitute an Increased Cost of Hedging as described in Section 12.9(a)(vi) of the Equity Definitions and (y) any determination of whether a Change in Law described in clause (Y) of Section 12.9(a)(ii) of the Equity Definitions has occurred shall be consistently applied by the affected party across transactions similar to the Transaction and for counterparties similar to the relevant counterparty. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: (i)Section i) Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases sentence at the end of such Section: “For the avoidance of doubt, (i) the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, and (ii) any such transactions or assets referred to in phrases clause (A) or (B) above must be available on commercially reasonable pricing terms. .”; and (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Notwithstanding anything to the contrary herein or in the Equity Definitions, in no event will a Hedging Disruption occur solely due to the deterioration of the creditworthiness of the Hedging Party relative to other comparable financial institutions. Increased Cost of Hedging: Applicable; provided that Applicable solely with respect to a “Change in Law” described in clause (Y) of Section 12.9(b)(vi12.9(a)(ii) of the Equity Definitions shall be amended by (i) deleting clause (C) of as set forth in the second last sentence thereof and (ii) deleting opposite the third and fourth sentences thereofcaption “Change in Law” above. Increased Cost of Stock BorrowHedging Party: Not Applicable Loss of Stock Borrow: Not ApplicableFor all applicable Additional Disruption Events, Dealer.

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by adding the phrase “and/or Hedge Position” after replacing the word “Shares” where it appears in clause (X) thereof and with the words “Hedge Position”, (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)”” and (iv) adding the words “provided that, in the case of clause (Y) hereof where such determination is based on Dealer’s policies and procedures, such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner;” after the semi-colon in the last line thereof. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: (i)Section i) Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section: “For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. .”; and (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: Not Applicable Loss of Stock Borrow: Not Applicable.

Additional Disruption Events. Change in Law: Applicable; provided that (A) any determination as to whether (i) the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law) or (ii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof and (ii) by replacing the phrase words “the interpretation” with the words “or public announcement of any formal or informal interpretation” in the third line thereof and (C) the words “, unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction with the phrase intent to avoid its obligations under the terms of the Transaction” are added immediately following the word “Transaction” in the fifth line thereof; and provided further, or public announcement of, that Section 12.9(a)(ii) of the formal or informal interpretation”, Equity Definitions is hereby amended by (iia) by adding the phrase “and/or Hedge PositionPositions” after the word “Shares” in clause (X) thereof and (iiib) replacing the parenthetical beginning after adding immediately following the word “regulationTransaction” in the second line thereof with clause (X) thereof, the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: (i)Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section”. Failure to Deliver: “For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. ; and (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Applicable Hedging Disruption”. : Applicable Increased Cost of Hedging: Not Applicable Increased Cost of Stock Borrow: Applicable; provided that Section 12.9(b)(vi12.9(b)(v) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third third, fourth and fourth fifth sentences thereof. For the avoidance of doubt, for each Transaction, Increased Cost of Stock BorrowBorrow shall apply from the beginning of the Forward Hedge Selling Period for such Transaction. Initial Stock Loan Rate: Not Applicable For each Transaction, as specified in the Supplemental Confirmation for such Transaction. Loss of Stock Borrow: Not Applicable; provided that Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its entirety, (ii) adding the word “satisfactory” immediately before the term “Lending Party” in clause (B) thereof and (iii) deleting the words “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the second sentence thereof. For the avoidance of doubt, for each Transaction, Loss of Stock Borrow shall apply from the beginning of the Forward Hedge Selling Period for such Transaction. Maximum Stock Loan Rate: For each Transaction, as specified in the Supplemental Confirmation for such Transaction. Hedging Party: For all applicable Additional Disruption Events, Dealer; provided that all calculations and adjustments by the Hedging Party shall be made in good faith and in a commercially reasonable manner. The parties agree that they will comply with the provisions set forth in the second paragraph under “Calculation Agent” below.

Additional Disruption Events. Change in Law: ApplicableWith respect to any Transaction, applicable; provided that (A) any determination as to whether (i) the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law) or (ii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date of such Transaction, (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof and (ii) by replacing the phrase words “the interpretation” with the words “or public announcement of any formal or informal interpretation” in the third line thereof and (C) the words “, unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction with the phrase intent to avoid its obligations under the terms of the Transaction” are added immediately following the word “, or public announcement of, Transaction” in the formal or informal interpretation”, (iififth line thereof; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) replacing the parenthetical beginning after by immediately following the word “regulationTransaction” in the second line thereof with clause (X) thereof, adding the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: (i)Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of ”. Failure to Deliver: Applicable with respect to a Transaction if Dealer is required to deliver Shares under such Section: “For the avoidance of doubtTransaction; otherwise, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility riskNot Applicable. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. ; and (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. : Applicable Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) adding “or” before clause (B) of the second sentence thereof; (ii) deleting clause (C) of the second sentence thereof; (iii) deleting the third and fourth sentences thereof; and (iv) inserting the following language at the end of such Section: “provided, however, that any such increased tax, duty, expense or fee that occurs solely due to the deterioration of the creditworthiness of the Hedging Party relative to comparable financial institutions shall not be an Increased Cost of Hedging.” Increased Cost of Stock Borrow: Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); (ii) deleting clause (C) of the second sentence thereof and (iiiii) deleting the third third, fourth and fourth fifth sentences thereof. Increased Cost For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as used in Section 12.9(a)(viii) of the Equity Definitions shall include any commercially reasonable cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its hedge position, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable. Initial Stock BorrowLoan Rate: Not Applicable For each Transaction, as specified in the Supplemental Confirmation for such Transaction. Loss of Stock Borrow: Not Applicable.; provided that Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its entirety and (ii) replacing the words “neither the Non-Hedging Party nor the Lending Party lends” with the words “the Lending Party does not lend” in the second sentence thereof. Maximum Stock Loan Rate: For each Transaction, as specified in the Supplemental Confirmation for such Transaction. Hedging Party: For all applicable Additional Disruption Events, Dealer Determining Party: For all applicable Extraordinary Events, Dealer

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, of the formal or informal interpretation”, (ii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “and/or Hedge Position” after in the manner contemplated by the Hedging Party on the Trade Date”, (iii) replacing the word “Shares” with “Hedge Positions” in clause (X) thereof and (iiiiv) replacing inserting the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: (i)Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words ” at the end of clause (A) thereof: . In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section: “For the avoidance of doubtWSTAA”), the term “equity price risk” parties hereby agree that neither the enactment of WSTAA or any regulation under the WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, shall be deemed limit or otherwise impair either party’s otherwise applicable rights to includeterminate, renegotiate, modify, amend or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the Agreement (including, but shall not be limited to, stock price and volatility risk. Andrights arising from Change in Law, for the further avoidance Hedging Disruption, Loss of doubtStock Borrow, any such transactions Increased Cost of Hedging, Increased Cost of Stock Borrow or assets referred to in phrases Illegality (A) or (B) above must be available on commercially reasonable pricing terms. ; and (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting as defined in the third line thereof, after the words “Agreement)). Failure to terminate the Transaction”, the words “or a portion of the Transaction affected by such Deliver: Not Applicable. Insolvency Filing: Applicable. Hedging Disruption”: Applicable. Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) . Loss of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third and fourth sentences thereofStock Borrow: Applicable. Maximum Stock Loan Rate: 200 basis points per annum. Increased Cost of Stock Borrow: Not Applicable Loss of Applicable. Initial Stock BorrowLoan Rate: Not 0 basis points per annum. Hedging Party: For all applicable Additional Disruption Events, Deutsche. Determining Party: For all applicable Additional Disruption Events, Deutsche. Non-Reliance: Applicable. Agreements and Acknowledgments Regarding Hedging Activities: Applicable.

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) replacing inserting the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) the effectiveness, adoption or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof; (ii) by the replacement of the word “Shares” with “Hedge Positions” in clause (X) thereof; (iii) by adding the phrase “or announcement” immediately after the phrase “due to the promulgation” in the third line thereof and adding the phrase “formal or informal” before the word “interpretation” in the same line; (iv) immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; and (v) adding the words “provided that, in the case of clause (Y) hereof and any law, regulation or interpretation, the consequence of such law, regulation or interpretation is applied in the same manner by Dealer to all of its similarly situated counterparties and/or similar transactions” after the semi-colon in the last line thereof. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwiseNot Applicable. Insolvency Filing: Applicable. Loss of Stock Borrow: Applicable. Maximum Stock Loan Rate: 200 basis points per annum. Increased Cost of Stock Borrow: Applicable. Initial Stock Loan Rate: 0 basis points per annum until August 15, 2026 and 25 basis points per annum thereafter. Increased Cost of Hedging: Not Applicable. Hedging Disruption: ApplicableApplicable (except if such Hedging Disruption arises as a result of (1) a failure of a system within the control of Dealer or (2) the possession of material non-public information with respect to the issuer of the Shares by those persons engaged in Dealer’s hedging activities); provided that: (i)Section i) Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section: “; provided that any such inability that occurs solely due to the deterioration of the creditworthiness of the Hedging Party shall not be deemed a Hedging Disruption. For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above above, and which constitute an integral element of the Hedging Party’s hedging activities with respect to any relevant Transaction, must be available on commercially reasonable pricing terms. .”; and (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion if all of the Transaction is affected by such Hedging Disruption or, if less than all of the Transaction is affected by such Hedging Disruption”. Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) , the portion of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: Not Applicable Loss of Stock Borrow: Not ApplicableTransaction so affected”.