Common use of Transfer or Assignment Clause in Contracts

Transfer or Assignment. Counterparty may not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer its rights and obligations in connection with a Share-for-Share Merger Event to the entity that has become the Issuer as a result of such a Merger Event. Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment. If after Dealer’s commercially reasonable efforts, Dealer is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.

Transfer or Assignment. Counterparty may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer, except that Counterparty may, without Dealer provided the prior written consent following conditions are satisfied: (i) the receipt by Dealer of Dealer, transfer its rights opinions and obligations documentation reasonably satisfactory to Dealer in connection with such transfer, (ii) such transfer being effected on terms reasonably satisfactory to Dealer with respect to any legal and regulatory requirements relevant to Dealer, (iii) the transferee being a Share-for-Share Merger Event to United States person (as defined in the entity that has become the Issuer Code), (iv) that, in Dealer’s reasonable determination, Dealer will not be required, as a result of such a Merger Event. Dealer maytransfer, without Counterparty’s consent, transfer or assign all or any part to pay the transferee an amount under Section 2(d)(i)(4) of its rights or obligations under the Transaction to any third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better Agreement greater than A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) orthe amount, if either S&P or Moodyany, that Dealer would have been required to pay to Counterparty in the absence of such transfer, (v) that, in Dealer’s ceases to rate such debtreasonable determination, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an no Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment(vi) that Counterparty will continue to be obligated to provide notices hereunder relating to the Convertible Notes and will continue to be obligated under the provisions set forth under “Disposition of Hedge Shares” and “Repurchase Notices” herein. If after Dealer’s commercially reasonable efforts, Dealer is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or lessIn addition, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to transfer or assign all or a portion of this Transaction, a payment shall be made pursuant its Capped Note Hedging Units hereunder at any time without the consent of Counterparty to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive that is a 100% owned direct or deliver such shares or other securities and otherwise to perform indirect subsidiary of Dealer’s ultimate parent company and has an equal or better creditworthiness than Dealer (or its guarantor’s) or whose obligations would be guaranteed by Dealer (or its guarantor); provided that, in respect Dealer’s reasonable determination, Counterparty will not be required, as a result of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations transfer, to Counterparty to pay the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis transferee an amount under Section 2(d)(i)(4) of the Fair Value Variables Agreement greater than the amount, if any, that Counterparty would have been required to pay to Dealer in accordance with Section 8(s) the absence of this Confirmationsuch transfer.

Transfer or Assignment. Counterparty (i) Company may not transfer or assign any of its rights or obligations under this Transaction hereunder without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer its rights and obligations in connection with a Share-for-Share Merger Event to the entity that has become the Issuer as a result of such a Merger Event. . (ii) Dealer may, without Counterparty’s consent, may transfer or assign all or any part of its rights or obligations under the Transaction (A) without Company’s consent to any third party affiliate or branch of Dealer or any internationally recognized derivatives dealer or (B) with a rating for its long term, unsecured and unsubordinated indebtedness equal Company’s consent (such consent not to be unreasonably withheld or better than A- by Standard and Poor’s Rating Group, Inc. delayed) to any fund or its successor (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, any asset manager; provided that an no Event of Default, Potential Event of Default or Termination Event with respect to which Dealer is the Defaulting Party or an Affected Party, as the case may be, exists or will not occur as a result of such transfer or assignment pursuant to clause (A) or (B) of this paragraph, as the case may be; provided, further, that under the applicable law effective on the date of such transfer or assignment, at the time of such assignment or transfer Company will not, as a result of such transfer or assignment, either be required to pay (including a payment in kind) the transferee or assignee on any payment or settlement date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment. Dealer shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Company to permit Company to determine that the events described in the preceding proviso shall not occur upon or after such transfer or assignment. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 8.0%, (B) the Warrant Equity Percentage exceeds 14.5% or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentagethat no Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options Warrants equal to the number of Warrants underlying the Terminated Portion, (ii2) Counterparty shall be Company were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 8(j9(j) shall apply to any amount that is payable by Company to Dealer to Counterparty pursuant to this sentence as if Counterparty Company was not the Affected Party). Notwithstanding The “Section 16 Percentage” as of any other provision in this Confirmation to day is the contrary requiring or allowing fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate and any of its affiliates or any other person subject to purchaseaggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, sellor any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), receive or deliver without duplication, on such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such performanceperson, a “Dealer Person”) under Section 203 of the Delaware General Corporation Law or any other law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its good faith, reasonable discretion. For The “Applicable Share Limit” means a number of Shares equal to (A) the avoidance minimum number of doubtShares that could give rise to reporting or registration obligations (except for any filing requirements on Form 13F, any payment made Schedule 13D or Schedule 13G under the Exchange Act, in accordance with this paragraph shall be determined solely each case, as in effect on the basis Trade Date) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in good faith and in its reasonable discretion, minus (B) 1% of the Fair Value Variables in accordance with Section 8(s) number of this ConfirmationShares outstanding.

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section ‎9(b) of this Confirmation or any obligations under Section ‎9(m) or ‎9(r) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Under the applicable law effective on or as of the date of such transfer or assignment, (1) Dealer will not, as a result of such transfer or assignment (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Dealer provided in connection with such transfer or assignment), be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Dealer would have been required to pay to Counterparty in the absence of such transfer or assignment, except to the extent that the greater amount is due to a Merger Event. Change in Tax Law after the date of such transfer or assignment and (2) Dealer maywill not (including, without Counterparty’s consentfor the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Dealer provided in connection with such transfer or assignment), as a result of such transfer or assignment, receive from the transferee or assignee on any payment date an amount (after taking into account amounts required to be paid by the transferee or assignee under Section 2(d)(i)(4) of the Agreement, as well as any amounts withheld) that is less than the amount that Dealer would have received from Counterparty in the absence of such transfer or assignment, except to the extent that the lesser amount is due to a Change in Tax Law after the date of such transfer or assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer or assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses ‎(D) and ‎(E) will not occur upon or after such transfer or assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign all or any part of its rights or obligations under the Transaction (A) without Counterparty’s consent, to any third party with affiliate of Dealer (1) that has a long-term issuer rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any other third party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer or assignment and (2) A- by Standard and Poor’s Rating Group, Inc. Financial Services LLC or its successor (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. (“Moody’sM▇▇▇▇’▇”) or, if either S&P or Moody’s M▇▇▇▇’▇ ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer; provided that, provided that an in the case of any transfer or assignment described in clause (A) or (B) above, under the applicable law effective on or as of the date of such transfer or assignment, (x) no Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer or assignment, (y) both Dealer and the transferee or assignee in any such transfer or assignment are a “dealer in securities” within the meaning of Section 475(c)(1) of the Code, or such transfer or assignment will not constitute a “deemed exchange” by Counterparty within the meaning of Section 1001 of the Code and (z)(1) Counterparty will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or assignment and (2) Counterparty will not, as a result of such transfer or assignment, receive from the transferee or assignee on any payment date an amount of cash or shares (after taking into account amounts required to be paid or delivered by the transferee or assignee under Section 2(d)(i)(4) of the Agreement, as well as any withholding) that is less than the amount that Counterparty would have received from Dealer in the absence of such transfer or assignment, except to the extent that the lesser amount is due to a Change in Tax Law after the date of such transfer or assignment. If after Dealer’s commercially reasonable effortsat any time at which (A) the Equity Percentage exceeds 9.0%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentagethat no Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 8(j‎9(k) of this Confirmation shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding The “Equity Percentage” as of any other provision in this Confirmation to day is the contrary requiring or allowing fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate and any of its affiliates or any other person subject to purchaseaggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, sellor any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), receive without duplication, on such day (or, to the extent that Parent is subject to Section 16 of the Exchange Act and, for any reason, the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Option Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction sold by Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or deliver any such shares person, a “Dealer Person”) under any foreign, federal, state or local law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty or Parent that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations (except for any filings of Form 13F, Schedule 13D or Schedule 13G under the Exchange Act as in effect on the Trade Date) or other securities and otherwise to perform Dealer’s obligations requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in respect an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of this Transaction and any such designee may assume such obligationsthe number of Shares outstanding. Dealer shall cause the transferee or assignee to make the Payee Tax Representations and to provide such tax documentation as may be discharged of its obligations to reasonably requested by Counterparty to permit Counterparty to determine that the extent of any such performance. For the avoidance of doubtresults described in (y), any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s(z)(1) and (z)(2) of this Confirmationparagraph will not occur upon or after the transfer or assignment.

Transfer or Assignment. Counterparty may not transfer Notwithstanding any provision of its rights or obligations under this Transaction without the prior written consent of DealerAgreement to the contrary, except that Counterparty ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may, without the prior written consent subject to applicable law, freely transfer and assign all of Dealer, transfer its rights and obligations in connection with a Share-for-Share Merger Event to the entity that has become the Issuer as a result of such a Merger Event. Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any third party with a rating for its long termwithout the consent of Counterparty. If, unsecured and unsubordinated indebtedness equal to or better than A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by Mas determined in ▇▇▇▇’▇▇ Investor Service▇▇▇▇▇▇▇'▇ sole discretion, Inc. (“Moody’s”x) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment. If after Dealer’s commercially reasonable efforts, Dealer is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “its "beneficial ownership” " (within the meaning of Section 13 16 of the Exchange Act and rules promulgated thereunder) exceeds 8.5% of Counterparty’s 's outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is unable, after commercially reasonable efforts, to effect a transfer or assignment on pricing terms and within a time period reasonably acceptable to it of all or a portion of the number of Counterparty’s outstanding Shares (Transaction to reduce such quotient expressed as a percentage"beneficial ownership" below 8.5%, the “Option Equity Percentage”) to 14.5% or less, Dealer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may designate any Exchange Business Scheduled Trading Day as an Early Termination Date with respect to a portion (the “"Terminated Portion”") of this Transaction, such that (i) its “"beneficial ownership” " following such partial termination will be approximately equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5but less than 8.5%. In the event that Dealer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options Warrants equal to the Terminated PortionPortion (allocated among the Components thereof in the discretion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇), (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) set forth under the caption "Alternative Calculations and Counterparty Payment on Early Termination and on Certain Extraordinary Events" shall apply to any amount that is payable by Dealer Counterparty to Counterparty ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to this sentence as if Counterparty was not the Affected Partysentence). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s ▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ obligations in respect of this the Transaction and any such designee may assume such obligations. Dealer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(n) or 9(s) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay or deliver to the transferee or assignee on any payment date or delivery date a Merger Event. payment amount or a number of shares under Section 2(d)(i)(4) of the Agreement greater than the payment amount or number of shares that Dealer maywould have been required to pay or deliver, without Counterparty’s consentas applicable, to Counterparty in the absence of such transfer and assignment except to the extent that the greater payment amount or number of shares is due to a Change in Tax Law after the date of such transfer or assign all or any part of its rights or obligations under the Transaction to any third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than A- by Standard and Poor’s Rating Group, Inc. or its successor assignment; (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”E) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment. If after Dealer’s commercially reasonable efforts; (F) Without limiting the generality of clause (B), Dealer is unable Counterparty shall cause the transferee to effect make such a transfer or assignment on pricing terms Payee Tax Representations and to provide such tax documentation as may be reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares requested by Dealer and any person subject to aggregation with permit Dealer under such Section 13 and such rules to 7.5% or less or determine that results described in clauses (iiD) the quotient of (x) the product of (a) the Number of Options and (bE) the Option Entitlement divided by will not occur upon or after such transfer and assignment; and (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (iiG) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may, without Counterparty’s consent, transfer or assign (a “Transfer”) all or any part of its rights or obligations under the sole Affected Party Transaction (A) to any affiliate or branch of Dealer (1) that has a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such Transfer, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) to any other third party with respect a rating for its long term, unsecured and unsubordinated indebtedness equal to such partial termination or better than the lesser of (1) the credit rating of Dealer at the time of the Transfer and (iii2) BBB+ by S&P Global Ratings, a division of S&P Global Inc. or its successor (“S&P”), or Baa1 by ▇▇▇▇▇’▇ Investors Service, Inc. or its successor (“▇▇▇▇▇’▇”) or, if either S&P or ▇▇▇▇▇’▇ ceases to rate such Transaction shall be the only Terminated Transaction (anddebt, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable at least an equivalent rating or better by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from a substitute rating agency mutually agreed by Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.

Transfer or Assignment. (i) Either of Counterparty may not and Parent shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, neither Counterparty nor Parent shall be released from its notice and indemnification obligations pursuant to Section 9.(b) or any obligations under Section 9.(n) or 9.(s) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any reasonable and necessary documentation and delivery of reasonable and customary legal opinions with respect to securities laws and other matters by such third party and Counterparty or Parent, as are reasonably requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment and after giving effect thereto, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty or Parent in the absence of such transfer and assignment; (E) An Event of Default, Potential Event of Default or Termination Event with respect to Counterparty will not occur as a Merger Event. result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty and Parent shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer mayto permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Each of Counterparty and Parent shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may (A) without Counterparty’s or Parent’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any third party with affiliate of Dealer (1) that has a long-term issuer rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by GS Group generally for similar transactions, by GS Group, or (B) in consultation with Counterparty and/or Parent, and with Counterparty’s and/or Parent’s prior written consent (which consent not to be delayed or unreasonably withheld), transfer or assign all or any part of its rights or obligations under the Transaction to any other third party with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of GS Group at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by M▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty Counterparty, Parent and Dealer, ; provided that an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment. If after Dealer’s commercially reasonable efforts, Dealer is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.that:

Transfer or Assignment. Counterparty may not transfer any The rights and obligations of its rights or obligations Network and Affiliate under this Transaction Agreement shall be binding upon their respective assignees, transferees or successors in interest. This Agreement shall not be assigned or transferred (whether directly or indirectly, or by a transfer of control or otherwise), in whole or in part, by Affiliate Parent, an Affiliate Subsidiary or a LicenseCo Subsidiary (each, an “Affiliate Party”) without the prior written consent of DealerNetwork, in the sole discretion of Network, and any permitted assignment shall not relieve an Affiliate Party of its obligations hereunder. Any purported assignment by an Affiliate Party without such consent shall be null and void and not enforceable against Network and shall be considered a default by such Affiliate Party under this Agreement. Affiliate shall immediately notify Network in writing if any application is made to the FCC pertaining to an assignment or a transfer of control of an Affiliate Party’s license for a Station or any interest therein, except that Counterparty may, without the prior written consent for “short form” assignments or transfers of Dealer, transfer its rights and obligations in connection with a Share-for-Share Merger Event to the entity that has become the Issuer as a result of such a Merger Event. Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment. If after Dealer’s commercially reasonable efforts, Dealer is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be control made pursuant to Section 6 73.3540(f) of the FCC’s rules which do not affect the applicability of this Agreement as if to the applicable Station or Stations (i) “Short Form Transfers”). For purposes of this Section 13, a “transfer of control” shall include an Early Termination Date had been designated in respect Affiliate Party’s relinquishment or return of a Transaction having terms identical to this Transaction and a Number of Options equal Station’s FCC licenses to the Terminated Portiongovernment. Network shall have the right to terminate this Agreement, (ii) Counterparty shall be the sole Affected Party with respect effective upon 30 days’ written notice to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent Affiliate after notification of any such performanceapplication (or at any time after it becomes aware of the filing of such application) to which Network did not grant consent as set forth above, regardless as to whether the proposed assignee or transferee agrees to assume such Affiliate Party’s obligations hereunder. For Each Affiliate Party agrees that, upon Network’s request, such Affiliate Party shall procure and deliver to Network, in form reasonably satisfactory to Network, the avoidance agreement of doubtthe proposed assignee or transferee that, upon consummation of the assignment or transfer of control of a Station’s authorization, the assignee or transferee will assume and perform this Agreement in its entirety without limitation of any payment made kind. If Affiliate fails to notify Network of the proposed assignment or transfer of control of a Station’s authorization (except for Short Form Transfers), or fails to procure the agreement of the proposed assignee or transferee in accordance with this paragraph Section 13, then such failure shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) deemed a material breach of this Confirmation.Agreement. Without limitation to any other provision of this Agreement or to any of Network’s

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(n) or 9(s) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as a result of such a Merger Event. Dealer may, without Counterparty’s consent, amended (the “Code”)); (C) Such transfer or assign all or assignment shall be effected on terms, including any part of its rights or obligations under the Transaction to any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a rating for its long termmanner that, unsecured and unsubordinated indebtedness equal to or better than A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and in the reasonable judgment of Dealer, provided that an Event of Default, Potential Event of Default or Termination Event will not occur expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment. If after Dealer’s commercially reasonable efforts, Dealer is unable be required to effect such pay or deliver to the transferee or assignee on any payment date or delivery date a transfer payment amount or assignment on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (ishares under Section 2(d)(i)(4) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement greater than the payment amount or number of shares that Dealer would have been required to pay or deliver, as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portionapplicable, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not in the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any absence of its affiliates to purchase, sell, receive or deliver such shares or other securities transfer and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty assignment except to the extent that the greater payment amount or number of any shares is due to a Change in Tax Law after the date of such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.transfer or assignment;

Transfer or Assignment. Counterparty may not transfer Notwithstanding any provision of its rights or obligations under this Transaction without the prior written consent of DealerAgreement to the contrary, except that Counterparty Citibank may, without the prior written consent subject to applicable law, freely transfer and assign all of Dealer, transfer its rights and obligations in connection with a Share-for-Share Merger Event to the entity that has become the Issuer as a result of such a Merger Event. Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any third party with a rating for without the consent of Counterparty. If, as determined in Citibank's sole discretion, (x) its long term, unsecured and unsubordinated indebtedness equal to or better than A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment. If after Dealer’s commercially reasonable efforts, Dealer is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “"beneficial ownership” " (within the meaning of Section 13 16 of the Exchange Act and rules promulgated thereunder) exceeds 8.5% of Counterparty’s 's outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) Citibank is unable, after commercially reasonable efforts, to effect a transfer or assignment on pricing terms and within a time period reasonably acceptable to it of all or a portion of the number of Counterparty’s outstanding Shares (Transaction to reduce such quotient expressed as a percentage"beneficial ownership" below 8.5%, the “Option Equity Percentage”) to 14.5% or less, Dealer Citibank may designate any Exchange Business Scheduled Trading Day as an Early Termination Date with respect to a portion (the “"Terminated Portion”") of this Transaction, such that (i) its “"beneficial ownership” " following such partial termination will be approximately equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5but less than 8.5%. In the event that Dealer Citibank so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options Warrants equal to the Terminated PortionPortion (allocated among the Components thereof in the discretion of Citibank), (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) set forth under the caption "Alternative Calculations and Counterparty Payment on Early Termination and on Certain Extraordinary Events" shall apply to any amount that is payable by Dealer Counterparty to Counterparty Citibank pursuant to this sentence as if Counterparty was not the Affected Partysentence). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer Citibank to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer Citibank may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s Citibank's obligations in respect of this the Transaction and any such designee may assume such obligations. Dealer Citibank shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.

Transfer or Assignment. Counterparty may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerBofA, except that Counterparty may, without for the prior written consent of Dealer, transfer its rights and obligations in connection with a Share-for-Share Merger Event assignment to the entity that has become Trust described above. Notwithstanding anything to the Issuer as a result of such a Merger Event. Dealer maycontrary in the Agreement, without Counterparty’s consent, BofA may transfer or assign all or any part of its rights or obligations under this Transaction, in whole or in part, without the Transaction consent of Counterparty, to either (i) any of BofA’s affiliates, provided that the obligations of such affiliate hereunder and under the Agreement are wholly and unconditionally guaranteed, prior to any third transfer or assignment, by BofA in a form reasonably acceptable to the Trust or (ii) notwithstanding clause (i), any of BofA’s affiliates or any party specified on Schedule 1 hereto with a rating for its long termCredit Rating (as defined herein) that is, unsecured and unsubordinated indebtedness equal to at the time of the relevant transfer or better than A- assignment, (a) A+ or higher by Standard and Poor’s Rating Group, Inc. S&P or its successor (“S&P”), b) Aa3 or A3 higher by M▇▇▇▇’▇ Investor Service▇; provided, Inc. (“Moody’s”) or, if either S&P that any such transferee or Moody’s ceases assignee shall be subject to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment. If after Dealer’s commercially reasonable efforts, Dealer is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce the requirements (i) to make the “beneficial ownership” (within the meaning of representation set forth in Section 13 of the Exchange Act and rules promulgated thereunder7(e) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% hereof and (ii) the Option Equity Percentage following to deliver any Tax forms reasonably requested by Counterparty; provided, also, that if such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to transferee or assignee is a portion of this Transaction, a payment shall be made pursuant to Section 6 Broker (as defined in 3(a)(4) of the Agreement Exchange Act) or a Dealer (as if (idefined in 3(a)(5) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Exchange Act), BofA may only transfer or assign rights or obligations under this Transaction and a Number to such transferee or assignee with the prior written consent of Options equal Counterparty and, prior to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubtAssignment Effective Date, the provisions of Section 8(j) shall apply FCR and C&D (as defined below), such consent not to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party)be unreasonably withheld. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer BofA to purchase, sell, receive or deliver any shares Shares or other securities to or from Counterparty, Dealer BofA may designate any of its affiliates (the “Designee”) to purchase, sell, receive or deliver such shares Shares or other securities and otherwise to perform DealerBofA’s obligations in respect of this Transaction Transaction, and any such designee Designee may assume such obligations. Dealer If the Designee shall have performed the obligations of BofA hereunder, then BofA shall be discharged of its obligations to Counterparty solely to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis purposes of the Fair Value Variables in accordance with Section 8(s) foregoing, the “Credit Rating” of this Confirmationa party means the rating of a party assigned by either S&P or M▇▇▇▇’▇ to such party’s long term, unsecured and unsubordinated indebtedness or deposits.

Transfer or Assignment. Counterparty Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer its rights and obligations in connection with a Share-for-Share Merger Event to the entity that has become the Issuer as a result of such a Merger EventBear Stearns. Dealer may, without Counterparty’s consent, Bear Stearns may transfer or assign all or any part of its rights or obligations under the Transaction to any third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by Mp▇▇▇▇’▇▇ Investor Service, Inc. (“Moody’s”) or, if either S&P of its ▇▇▇▇▇▇ or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an Event obligations under this Transaction without consent of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignmentthe Company. If after Dealer’s commercially reasonable effortsBear Stearns, Dealer is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial in its sole discretion, determines that its "ben▇▇▇▇▇▇▇ ownership” " (within the meaning of Section 13 16 of the Exchange Act and rules promulgated thereunder) exceeds 8 % or more of Counterparty’s the Company's outstanding Shares by Dealer and, in its sole discretion, Bear Stearns is unable after its commercially reasonable effor▇▇ ▇▇ ▇ffect a transfer or assignment on pricing terms and any person subject in a time period reasonably acceptable to aggregation with Dealer under such Section 13 and such rules Bear Stearns that would reduce its "beneficial ownership" to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage7.5 %, the “Option Equity Percentage”) to 14.5% or less, Dealer Bear Stearns may designate any Exchange Business Day as an Early Termination ▇▇▇▇ination Date with respect to a portion (the “"Terminated Portion”") of this Transaction, such that (i) the its “"beneficial ownership” " following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5or less than 8%. In the event that Dealer Bear Stearns so designates an Early Termination Date with respect to resp▇▇▇ ▇▇ a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options Warrants equal to the Terminated Portion, (ii) Counterparty the Company and Bear Stearns shall both be the sole Affected Party Parties with respect to such partial ▇▇▇▇ial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for Transaction. For the avoidance of doubt, if Bear Stearns assigns or terminates any Warrants hereunder, eac▇ ▇▇▇▇▇ Number of Warrants not previously settled shall be reduced proportionally, as calculated by the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party)Calculation Agent. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer Bear Stearns to purchase, sell, receive or deliver any shares or other ▇▇▇▇r securities to or from CounterpartyCompany, Dealer Bear Stearns may designate any of its affiliates to purchase, sell▇▇▇▇, receive ▇eceive or deliver such shares or other securities and otherwise to perform Dealer’s Bear Stearns's obligations in respect of this Transaction and any such ▇▇▇ ▇▇▇▇ designee may assume such obligations. Dealer Bear Stearns shall be discharged of its obligations to Counterparty to the Company ▇▇ ▇▇▇ extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(m) or 9(r) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Under the applicable law effective on or as of the date of such transfer and assignment, (1) Dealer will not, as a result of such a Merger Event. transfer and assignment (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Dealer may, without Counterparty’s consent, provided in connection with such transfer or assign all assignment), be required to pay the transferee or assignee on any part payment date an amount under Section 2(d)(i)(4) of its rights the Agreement greater than the amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or obligations under assignment and (2) Dealer will not (including, for the Transaction avoidance of doubt, after giving effect to any third party indemnity from the transferee or assignee to Dealer provided in connection with a rating for its long term, unsecured and unsubordinated indebtedness equal to such transfer or better than A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”assignment), as a result of such transfer and assignment, receive from the transferee or A3 assignee on any payment date an amount (after taking into account amounts required to be paid by M▇▇▇▇’▇ Investor Servicethe transferee or assignee under Section 2(d)(i)(4) of the Agreement, Inc. as well as any amounts withheld) that is less than the amount that Dealer would have received from Counterparty in the absence of such transfer and assignment, except to the extent that the lesser amount is due to a Change in Tax Law after the date of such transfer or assignment; (“Moody’s”E) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign all or any part of its rights or obligations under the Transaction (A) without Counterparty’s consent, to any affiliate of Dealer (1) that has a long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any other third party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Financial Services LLC or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. (“▇▇▇▇▇’▇”) or, if either S&P or ▇▇▇▇▇’▇ ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer; provided that, in the case of any transfer or assignment described in clause (A) or (B) above, under the applicable law effective on or as of the date of such transfer or assignment, (i) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer or assignment, (ii) both Dealer and the transferee or assignee in any such transfer or assignment are a “dealer in securities” within the meaning of Section 475(c)(1) of the Code, or such transfer or assignment will not constitute a “deemed exchange” by Counterparty within the meaning of Section 1001 of the Code and (iii)(1) Counterparty will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or assignment and (2) Counterparty will not, as a result of such transfer or assignment, receive from the transferee or assignee on any payment date an amount of cash or shares (after taking into account amounts required to be paid or delivered by the transferee or assignee under Section 2(d)(i)(4) of the Agreement, as well as any withholding) that is less than the amount that Counterparty would have received from Dealer in the absence of such transfer or assignment, except to the extent that the lesser amount is due to a Change in Tax Law after the date of such transfer or assignment. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 9.5%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentagethat no Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 8(j9(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose that are generally applicable in connection with similar situations and applied in a Sharenon-for-Share Merger Event discriminatory manner, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(b) hereof or any obligations under Section 10(o) or 10(t) hereof; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment except to the extent that the greater amount is due to a Merger Event. Change in Tax Law after the date of such transfer or assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may, (A) without Counterparty’s consent, transfer or assign (a “Transfer”) all or any part of its rights or obligations under the Transaction to any affiliate of Dealer (1) that has a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such Transfer, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) with Counterparty’s consent (which consent will not be unreasonably withheld) to any other third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than A- the lesser of (1) the credit rating of Dealer at the time of the Transfer and (2) BBB+ by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 Baa1 by M▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer, ; provided that an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment. If after Dealer’s commercially reasonable efforts, Dealer is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of either (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated transferee in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.any

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the "Transfer Options"); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(m) or 9(r) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the "Code")); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable United States and Canadian securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable United States and Canadian securities laws) and execution of any documentation and delivery of legal opinions with respect to United States and Canadian securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Under the applicable law effective on or as of the date of such transfer and assignment, (1) Dealer will not, as a result of such a Merger Event. transfer and assignment (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Dealer may, without Counterparty’s consent, provided in connection with such transfer or assign all assignment), be required to pay the transferee or assignee on any part payment date an amount under Section 2(d)(i)(4) of its rights the Agreement greater than the amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or obligations under assignment and (2) Dealer will not (including, for the Transaction avoidance of doubt, after giving effect to any third party indemnity from the transferee or assignee to Dealer provided in connection with a rating for its long term, unsecured and unsubordinated indebtedness equal to such transfer or better than A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”assignment), as a result of such transfer and assignment, receive from the transferee or A3 assignee on any payment date an amount (after taking into account amounts required to be paid by M▇▇▇▇’▇ Investor Servicethe transferee or assignee under Section 2(d)(i)(4) of the Agreement, Inc. as well as any amounts withheld) that is less than the amount that Dealer would have received from Counterparty in the absence of such transfer and assignment, except to the extent that the lesser amount is due to a Change in Tax Law after the date of such transfer or assignment; (“Moody’s”E) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign all or any part of its rights or obligations under the Transaction (A) without Counterparty's consent, to any affiliate of Dealer (1) that has a long-term issuer rating that is equal to or better than Dealer's credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer's ultimate parent, or (B) with Counterparty's consent (such consent not to be unreasonably withheld or delayed), to any other third party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor's Financial Services LLC or its successor ("S&P"), or A3 by ▇▇▇▇▇'▇ Investor Service, Inc. ("▇▇▇▇▇'▇") or, if either S&P or ▇▇▇▇▇'▇ ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer; provided that, in the case of any transfer or assignment described in clause (A) or (B) above, under the applicable law effective on or as of the date of such transfer or assignment, (i) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer or assignment, (ii) both Dealer and the transferee or assignee in any such transfer or assignment are a "dealer in securities" within the meaning of Section 475(c)(1) of the Code, or such transfer or assignment will not constitute a "deemed exchange" by Counterparty within the meaning of Section 1001 of the Code and (iii)(1) Counterparty will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or assignment and (2) Counterparty will not, as a result of such transfer or assignment, receive from the transferee or assignee on any payment date an amount of cash or shares (after taking into account amounts required to be paid or delivered by the transferee or assignee under Section 2(d)(i)(4) of the Agreement, as well as any withholding) that is less than the amount that Counterparty would have received from Dealer in the absence of such transfer or assignment, except to the extent that the lesser amount is due to a Change in Tax Law after the date of such transfer or assignment. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 8.0%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an "Excess Ownership Position"), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentagethat no Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “"Terminated Portion”) of this Transaction"), such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 8(j9(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding The "Section 16 Percentage" as of any other provision in this Confirmation to day is the contrary requiring or allowing fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate and any of its affiliates or any other person subject to purchaseaggregation with Dealer for purposes of the "beneficial ownership" test under Section 13 of the Exchange Act, sellor any "group" (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), receive without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The "Option Equity Percentage" as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction sold by Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding. The "Share Amount" as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or deliver any such shares person, a "Dealer Person") under any federal, state, provincial or local (including U.S. and any non-U.S. jurisdiction's) law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares ("Applicable Restrictions"), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The "Applicable Share Limit" means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations (except for any filings of Form 13F, Schedule 13D or Schedule 13G under the Exchange Act as in effect on the Trade Date) or other securities and otherwise to perform Dealer’s obligations requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in respect an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of this Transaction and any such designee may assume such obligationsthe number of Shares outstanding. Dealer shall cause the transferee or assignee to make the Payee Tax Representations and to provide such tax documentation as may be discharged of its obligations to reasonably requested by Counterparty to permit Counterparty to determine that the extent of any such performance. For the avoidance of doubtresults described in (ii), any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s(iii)(1) and (iii)(2) of this Confirmationparagraph will not occur upon or after the transfer and assignment.

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose that are generally applicable in connection with similar situations and applied in a Sharenon-for-Share Merger Event discriminatory manner, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(b) hereof or any obligations under Section 10(o) or 10(t) hereof; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer or assignment except to the extent that the greater amount is due to a Merger Event. Change in Tax Law after the date of such transfer or assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer or assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer or assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may, (A) without Counterparty’s consent, transfer or assign (a “Transfer”) all or any part of its rights or obligations under the Transaction to any affiliate of Dealer (1) that has a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such Transfer, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) with Counterparty’s consent (which consent will not be unreasonably withheld) to any other third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (1) the credit rating of Dealer at the time of the Transfer and (2) A- by Standard and Poor’s Rating Group, Inc. Financial Services LLC or its successor (“S&P”), or A3 by M▇▇▇▇▇’▇ Investor Service, Inc. or its successor (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer, ; provided that an Event either (x) each of Default, Potential Event Dealer and the transferee in any such Transfer is a “dealer in securities” within the meaning of Default Section 475(c)(1) of the Code or Termination Event will (y) the Transfer does not occur as result in a result deemed exchange by Counterparty within the meaning of Section 1001 of the Code; and provided further that Dealer shall provide prompt written notice to Counterparty following any such transfer and assignmentTransfer. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 9.5%, (B) the Option Equity Percentage exceeds 17% or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options such that (after giving effect to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer such transfer or assignment and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (iiresulting change in Dealer’s commercially reasonable Hedge Positions) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentageno Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (iafter giving effect to such transfer or assignment and any resulting change in Dealer’s commercially reasonable Hedge Positions) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 8(j10(m) hereof shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was were not the Affected Party). Notwithstanding The “Section 16 Percentage” as of any other provision in this Confirmation to day is the contrary requiring or allowing fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate and any of its affiliates to purchase, sell, receive or deliver such shares or any other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.person

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) with respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section ‎9(b) or any obligations under Section ‎9(m) or ‎9(r) of this Confirmation; (B) any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable Canadian and United States securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable Canadian and United States securities laws) and execution of any documentation and delivery of legal opinions with respect to applicable Canadian and United States securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) under the applicable law effective on or as of the date of such transfer and assignment, (1) Dealer will not, as a result of such a Merger Event. transfer and assignment (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Dealer may, without Counterparty’s consent, provided in connection with such transfer or assign all assignment), be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or any part assignment and (2) Dealer shall be entitled to a payment (including, for the avoidance of its rights or obligations under the Transaction doubt, after giving effect to any third party indemnity from the transferee or assignee to Dealer provided in connection with a rating for its long term, unsecured and unsubordinated indebtedness equal to such transfer or better than A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”assignment), on any payment date, that is not less than the payment Dealer would have received in the absence of such transfer and/or assignment on account of any deduction or A3 by M▇▇▇▇’▇ Investor Servicewithholding for or on account of any Tax (as defined in the Agreement), Inc. except to the extent such deduction or withholding is due to a Change in Tax Law after the date of such transfer or assignment; (“Moody’s”E) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses ‎(D) and ‎(E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign all or any part of its rights or obligations under the Transaction (A) without Counterparty’s consent, to any affiliate of Dealer (1) that has a long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any other third party with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Financial Services LLC or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. or its successor (“▇▇▇▇▇’▇”) or, if either S&P or ▇▇▇▇▇’▇ ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer; provided that, in the case of any transfer or assignment described in clause (A) or (B) above, under the applicable law effective on or as of the date of such transfer or assignment, (i) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer or assignment, (ii) such transfer or assignment would not result in a taxable exchange from Counterparty’s perspective for U.S. federal income tax purposes, (iii)(1) Counterparty will not, as a result of such transfer or assignment (including, for the avoidance of doubt, after giving effect to any indemnity to Counterparty provided in connection with such transfer or assignment), be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or assignment and (2) Counterparty shall be entitled to a payment (including, for the avoidance of doubt, after giving effect to any indemnity to Counterparty provided in connection with such transfer or assignment), on any payment date, that is not less than the payment Counterparty would have received in the absence of such transfer and/or assignment on account of any deduction or withholding for or on account of any Tax (as defined in the Agreement), except to the extent such deduction or withholding is due to a Change in Tax Law after the date of such transfer or assignment. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 13 Percentage exceeds 9.0%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentagethat no Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 8(j‎9(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding The “Section 13 Percentage” as of any other provision in this Confirmation to day is the contrary requiring or allowing fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate and any of its affiliates or any other person subject to purchaseaggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, sellor any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), receive or deliver without duplication, on such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act applies with respect to the Shares and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Option Equity Percentage” as of any such performance. For day is the avoidance fraction, expressed as a percentage, (A) the numerator of doubt, any payment made in accordance with this paragraph shall be determined solely on which is the basis sum of (1) the product of the Fair Value Variables Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction sold by Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in accordance with Section 8(s) each case, applicable to ownership of this Confirmation.Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer and assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to the entity following conditions: (A) With respect to any Transfer Options, Counterparty or the Issuer, as applicable, shall not be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(o) or 9(u) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are reasonably requested and reasonably satisfactory to Dealer; (D) Under the applicable law effective on the date of such transfer or assignment, Dealer will not, as a result of such transfer and assignment, be required to pay the transferee or assignee on any payment date an amount or number of Shares under Section 2(d)(i)(4) of the Agreement greater than an amount or number of Shares that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment; (E) Dealer will not, as a Merger Event. result of any withholding or deduction made by the transferee or assignee as a result of any Tax, receive from the transferee or assignee on any payment date an amount or number of Shares (taking into account any additional amounts paid under Section 2(d)(i)(4) of the Agreement) that is less than the amount or the number of Shares the Dealer would have received from Counterparty in the absence of such transfer or assignment; (F) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (G) Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (H) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction (A) to any third party affiliate of Dealer whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer Parent, or (B) to any other wholly owned direct or indirect subsidiary or branch of Dealer Parent with a long-term issuer rating for its long term, unsecured and unsubordinated indebtedness equal to or better than (1) the credit rating of Dealer at the time of the transfer or (2) A- by Standard and Poor’s Rating Group, Inc. S&P Global Ratings or its successor (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer, ; provided that an in the case of any transfer or assignment described in clause (A) or (B) above, no Event of Default, Potential Event of Default or Termination Event with respect to which Dealer is the Defaulting Party or an Affected Party, as the case may be, exists or will not occur as a result of such transfer or assignment; provided, further, that under the applicable law effective on the date of such transfer or assignment, (1) at the time of such assignment or transfer Counterparty will not, as a result of such transfer or assignment, either (I) be required to pay (including a payment in kind) the transferee or assignee on any payment or settlement date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, or (II) receive (including a payment in kind) from the transferee or assignee on any payment or settlement date an amount under Section 2(d)(i)(4) of the Agreement that is less than the amount that Counterparty would have received from Dealer in the absence of such transfer or assignment; and (2) such transfer or assignment does not cause a deemed exchange for Counterparty of the Transaction under Section 1001 of the Code. Dealer shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the events described in the preceding proviso shall not occur upon or after such transfer or assignment. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 8.0%, (B) the Option Equity Percentage exceeds 14.5% or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentagethat no Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 8(j9(m) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding The “Section 16 Percentage” as of any other provision in this Confirmation to day is the contrary requiring or allowing fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate and any of its affiliates or any other person subject to purchaseaggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, sellor any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), receive or deliver without duplication, on such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Option Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction sold by Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such performanceperson, a “Dealer Person”) under Section 203 of the Delaware General Corporation Law or any other law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its good faith, reasonable discretion. For The “Applicable Share Limit” means a number of Shares equal to (A) the avoidance minimum number of doubtShares that could give rise to reporting or registration obligations (except for any filing requirements on Form 13F, any payment made Schedule 13D or Schedule 13G under the Exchange Act, in accordance with this paragraph shall be determined solely each case, as in effect on the basis Trade Date) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in good faith and in its reasonable discretion, minus (B) 1% of the Fair Value Variables in accordance with Section 8(s) number of this ConfirmationShares outstanding.

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section ‎9(b) or any obligations under Section ‎9(o) or ‎9(t) of this Confirmation; 15 Insert the number of Shares outstanding that has become would cause Dealer’s current position in the Issuer Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty, subject to any unwind thereof) to increase by 0.5%. To be based on Dealer with highest applicable percentage. 16 Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty, subject to any unwind thereof) to increase by a further 0.5% from the threshold for the first Repurchase Notice. To be based on Dealer with highest applicable percentage. (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended) (the “Code”); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer or assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a Merger Event. result of such transfer or assignment; (F) Without limiting the generality of clause ‎(B), Counterparty shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses ‎(D) and ‎(E) will not occur upon or after such transfer or assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction (A) to any third party with affiliate of Dealer (1) that has a long-term issuer rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent (provided that in connection with any transfer pursuant to this clause (A)(2), the guarantee of any guarantor of the relevant transferee’s obligations under the Transaction shall constitute a Credit Support Document and such guarantor shall be a Credit Support Provider in relation to such transferee under the Agreement), or (B) to any other third party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives and that has a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. Financial Services LLC or its successor (“S&P”), or A3 by M▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer, ; provided that an Event either (1) the transferee or assignee is a “dealer in securities” within the meaning of DefaultSection 475(c)(1) of the Code or (2) the transfer or assignment does not result in a deemed exchange by Counterparty within the meaning of Section 1001 of the Code; provided further that Dealer shall provide written notice to Counterparty prior to such transfer. After such transfer or assignment, Potential Event of Default or Termination Event (1) Counterparty will not occur not, as a result of such transfer or assignment, receive from the transferee or assignee an amount (after giving effect to amounts payable under Section 2(d)(i)(4) of the Agreement and any associated withholding tax) less than the amount that Counterparty would have received from Dealer in the absence of such transfer or assignment (and, for the avoidance of doubt, as a condition to any transfer or assignment contemplated by this paragraph, such transferee or assignee shall agree to pay such additional amounts, if any, as necessary to result in Counterparty’s receiving the amount that Counterparty would have received from Dealer in the absence of such transfer or assignment), except to the extent resulting from a Change in Law occurring after the date of the transfer and/or assignment and (2) Dealer shall cause any transferee or assignee to make such Payee Tax Representations to make any necessary determination pursuant to clause (1) of this sentence. If at any time at which (A) the Section 16 Percentage exceeds 7.5%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer, acting in good faith, is unable after Dealer’s using its commercially reasonable efforts, Dealer is unable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentagethat no Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 8(j‎9(m) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding The “Section 16 Percentage” as of any other provision in this Confirmation to day is the contrary requiring or allowing fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate and any of its affiliates or any other person subject to purchaseaggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, sellor any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), receive or deliver without duplication, on such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Option Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction sold by Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such performanceperson, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. For The “Applicable Share Limit” means a number of Shares equal to (A) the avoidance minimum number of doubtShares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person (except for any filing requirements on Form 13F, any payment made Schedule 13D or Schedule 13G under the Exchange Act, in accordance with this paragraph shall be determined solely each case, as in effect on the basis Trade Date), or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the Fair Value Variables in accordance with Section 8(s) number of this ConfirmationShares outstanding.

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(m) or 9(r) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended(the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) As of the date of such transfer or assignment, and giving effect thereto, (x) Dealer will not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment, and (y) Dealer will not, as a Merger Event. Dealer may, without Counterparty’s consent, result of such transfer or assign all assignment, receive from the transferee or assignee on any part payment date an amount (taking into account any additional amounts paid under Section 2(d)(i)(4) of its rights the Agreement) that is less than the amount that Dealer would have received from Counterparty in the absence of such transfer or obligations under the Transaction to any third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than A- by Standard and Poor’s Rating Group, Inc. or its successor assignment; (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”E) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable out-of-pocket costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign any of its rights or obligations under the Transaction with Counterparty’s prior written consent; provided Dealer may, without Counterparty’s consent, transfer or assign all, but not less than all, of its rights or obligations under the Transaction to any Affiliate of Dealer (i) that is or at the time of such transfer or assignment will be a nationally recognized dealer in equity derivatives similar to this Transaction and (ii) (x) that has a long-term issuer rating at the time of such transfer or assignment that is equal to or better than Dealer’s (or, solely if Dealer’s obligations under this Confirmation are guaranteed by its ultimate parent, its ultimate parent’s) credit rating at the time of such transfer or assignment and (y) solely if Dealer’s obligations under this Confirmation are guaranteed and the transferee is not Dealer’s ultimate parent whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or its ultimate parent, if the following conditions are satisfied (the “Transfer Conditions”): (1) the transferee agrees in writing with Dealer to be bound by the terms of this Confirmation with respect to the transferred obligations; (2) as of the date of such transfer or assignment, and giving effect thereto, (x) Counterparty will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment and (y) Counterparty will not, as a result of such transfer or assignment, receive from the transferee or assignee on any payment date an amount (taking into account any additional amounts paid under Section 2(d)(i)(4) of the Agreement) that is less than the amount that Counterparty would have received from Dealer in the absence of such transfer or assignment; (3) no Event of Default where Dealer is the Defaulting Party or Termination Event where Dealer is the sole Affected Party has occurred and is continuing at the time of the transfer, and, as of the date of such transfer or assignment, no Event of Default or Termination Event will occur with respect to Counterparty, Dealer or the transferee as a result of such transfer; (4) as of the date of such transfer or assignment, if to a transferee incorporated or organized in a jurisdiction other than the United States [or][,] United Kingdom [or [_____]]5, after giving effect to such transfer, no material adverse legal or regulatory consequence shall result to Dealer, Counterparty or the transferee as a result of such transfer and (5) Dealer shall have provided prompt written notice to Counterparty of such transfer. Any transfer not in compliance with the Transfer Conditions will be void. Without limiting the foregoing, no transfer or assignment by Dealer shall be permitted hereunder that would result in the occurrence of an Event of Default, Potential Event of Default or Termination Event. If at any time at which (A) the Section 16 Percentage exceeds 9.0%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer, acting in good faith, is unable after Dealer’s using its commercially reasonable efforts, Dealer is unable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentagethat no Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (i) its “beneficial ownership” following such partial termination will be equal no Excess Ownership Position exists. Dealer shall notify Counterparty of an Excess Ownership Position with respect to approximately 7.5% and (ii) the Option Equity Percentage following which it intends to seek a transfer or assignment as soon as reasonably practicable after becoming aware of such partial termination will be equal to approximately 14.5%Excess Ownership Position. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 8(j9(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding 5 Insert any other provision in this Confirmation to the contrary requiring or allowing applicable Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.jurisdiction

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section ‎9(b) or any obligations under Section ‎9(m) or ‎9(r) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Under the applicable law effective on or as of the date of such transfer and assignment, (1) Dealer will not, as a result of such transfer and assignment (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Dealer provided in connection with such transfer or assignment), be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment, except to the extent that the greater amount is due to a Merger Event. Change in Tax Law after the date of such transfer or assignment and (2) Dealer maywill not (including, without Counterparty’s consentfor the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Dealer provided in connection with such transfer or assignment), as a result of such transfer and assignment, receive from the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement that is less than the amount that Dealer would have received from Counterparty in the absence of such transfer and assignment, except to the extent that the lesser amount is due to a Change in Tax Law after the date of such transfer or assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses ‎(D) and ‎(E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign all or any part of its rights or obligations under the Transaction (A) without Counterparty’s consent, to any third party with affiliate of Dealer (1) that has a long-term issuer rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any other third party with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. Financial Services LLC or its successor (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer; provided that, provided that an in the case of any transfer or assignment described in clause (A) or (B) above, under the applicable law effective on or as of the date of such transfer or assignment, (i) no Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer or assignment, (ii) such transfer or assignment will not constitute a “deemed exchange” by Counterparty within the meaning of Section 1001 of the Code, (iii)(1) Counterparty will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or assignment and (2) Counterparty will not, as a result of such transfer or assignment, receive from the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement that is less than the amount that Counterparty would have received from Dealer in the absence of such transfer or assignment, except to the extent that the lesser amount is due to a Change in Tax Law after the date of such transfer or assignment. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 9.5%, (B) the Option Equity Percentage exceeds 17.0%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentagethat no Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.so

Transfer or Assignment. (i) Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(o) or 9(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and (ii) Dealer may not transfer any of its rights or obligations under this the Transaction without the prior written consent of DealerCounterparty, except that Counterparty may, without the prior written consent of Dealer, transfer its rights and obligations in connection with a Share-for-Share Merger Event to the entity that has become the Issuer as a result of such a Merger Event. Dealer may, without Counterparty’s consent, may transfer or assign all or any part of its rights or obligations under the Transaction (x) without Counterparty’s consent, to any third party with affiliate of Dealer (1) that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than A- by Standard and PoorDealer’s Rating Group, Inc. or its successor (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, credit rating at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an Event of Default, Potential Event of Default or Termination Event will not occur as a result the time of such transfer and or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent or (y) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed) (i) to any financial institution or (ii) solely for the purpose of avoiding an Excess Ownership Position, to any other third party. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 9.0%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party reasonably acceptable to Counterparty in accordance with the terms hereof on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentagethat no Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 8(j9(m) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding The “Section 16 Percentage” as of any other provision in this Confirmation to day is the contrary requiring or allowing fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate and any of its affiliates or any other person subject to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. aggregation with Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis for purposes of the Fair Value Variables in accordance with “beneficial ownership” test under Section 8(s13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of this Confirmation.which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section

Transfer or Assignment. Counterparty may not transfer any The rights and obligations of its rights or obligations Network and Affiliate under this Transaction Agreement shall be binding upon their respective assignees, transferees or successors in interest. This Agreement shall not be assigned or transferred (whether directly or indirectly, or by a transfer of control or otherwise), in whole or in part, by Affiliate Parent, an Affiliate Subsidiary or a LicenseCo Subsidiary (each, an “Affiliate Party”) without the prior written consent of DealerNetwork, in the sole discretion of Network, and any permitted assignment shall not relieve an Affiliate Party of its obligations hereunder. Any purported assignment by an Affiliate Party without such consent shall be null and void and not enforceable against Network and shall be considered a default by such Affiliate Party under this Agreement. Affiliate shall immediately notify Network in writing if any application is made to the FCC pertaining to an assignment or a transfer of control of an Affiliate Party’s license for a Station or any interest therein, except that Counterparty may, without the prior written consent for “short form” assignments or transfers of Dealer, transfer its rights and obligations in connection with a Share-for-Share Merger Event to the entity that has become the Issuer as a result of such a Merger Event. Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment. If after Dealer’s commercially reasonable efforts, Dealer is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be control made pursuant to Section 6 73.3540(f) of the FCC’s rules which do not affect the applicability of this Agreement as if to the applicable Station or Stations (i) “Short Form Transfers”). For purposes of this Section 13, a “transfer of control” shall include an Early Termination Date had been designated in respect Affiliate Party’s relinquishment or return of a Transaction having terms identical to this Transaction and a Number of Options equal Station’s FCC licenses to the Terminated Portiongovernment. Network shall have the right to terminate this Agreement, (ii) Counterparty shall be the sole Affected Party with respect effective upon 30 days’ written notice to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent Affiliate after notification of any such performance. For the avoidance of doubt, application (or at any payment made in accordance with this paragraph shall be determined solely on the basis time after it becomes aware of the Fair Value Variables filing of such application) to which Network did not grant consent as set forth above, regardless as to whether the proposed assignee or transferee agrees to assume such Affiliate Party’s obligations hereunder. Each Affiliate Party agrees that, upon Network’s request, such Affiliate Party shall procure and deliver to Network, in accordance with Section 8(s) form reasonably satisfactory to Network, the agreement of the proposed assignee or transferee that, upon consummation of the assignment or transfer of control of a Station’s authorization, the assignee or transferee will assume and perform this Confirmation.Agreement in its entirety without limitation of any kind. If Affiliate fails to notify Network of the proposed assignment or transfer of control of a Station’s authorization (except for Short Form Transfers), or fails to procure the agreement of the proposed assignee or transferee in

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(m) or 9(r) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Under the applicable law effective on or as of the date of such transfer and assignment, (1) Dealer will not, as a result of such a Merger Event. transfer and assignment (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Dealer may, without Counterparty’s consent, provided in connection with such transfer or assign all assignment), be required to pay the transferee or assignee on any part payment date an amount under Section 2(d)(i)(4) of its rights the Agreement greater than the amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or obligations under assignment and (2) Dealer will not (including, for the Transaction avoidance of doubt, after giving effect to any third party indemnity from the transferee or assignee to Dealer provided in connection with a rating for its long term, unsecured and unsubordinated indebtedness equal to such transfer or better than A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”assignment), as a result of such transfer and assignment, receive from the transferee or A3 assignee on any payment date an amount (after taking into account amounts required to be paid by M▇▇▇▇’▇ Investor Servicethe transferee or assignee under Section 2(d)(i)(4) of the Agreement, Inc. as well as any amounts withheld) that is less than the amount that Dealer would have received from Counterparty in the absence of such transfer and assignment, except to the extent that the lesser amount is due to a Change in Tax Law after the date of such transfer or assignment; (“Moody’s”E) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment. If ; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign all or any part of its rights or obligations under the Transaction (A) without Counterparty’s consent, to any affiliate of Dealer (1) that has a long-term issuer rating that is equal to or better than Dealer’s commercially reasonable effortscredit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any other third party financial institution that is unable a recognized dealer in the market for U.S. corporate equity derivatives with a long-term issuer rating equal to effect or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Financial Services LLC or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. (“▇▇▇▇▇’▇”) or, if either S&P or ▇▇▇▇▇’▇ ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer; provided that, in the case of any transfer or assignment described in clause (A) or (B) above, under the applicable law effective on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer or as of a sufficient number the date of Options to reduce such transfer or assignment, (i) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer or assignment, (ii) both Dealer and the transferee or assignee in any such transfer or assignment are a “beneficial ownershipdealer in securities” (within the meaning of Section 13 475(c)(1) of the Exchange Act Code, or such transfer or assignment will not constitute a “deemed exchange” by Counterparty within the meaning of Section 1001 of the Code and rules promulgated thereunder(iii)(1) Counterparty will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of Counterparty’s outstanding Shares the Agreement greater than the amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or assignment and (2) Counterparty will not, as a result of such transfer or assignment, receive from the transferee or assignee on any payment date an amount of cash or shares (after taking into account amounts required to be paid or delivered by the transferee or assignee under Section 2(d)(i)(4) of the Agreement, as well as any withholding) that is less than the amount that Counterparty would have received from Dealer and in the absence of such transfer or assignment, except to the extent that the lesser amount is due to a Change in Tax Law after the date of such transfer or assignment. If at any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or time at which (iiA) the quotient of Section 16 Percentage exceeds 9.5%, (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (iiB) the Option Equity Percentage following such partial termination will be equal to approximately exceeds 14.5%. In , or (C) the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of Share Amount exceeds the Agreement as Applicable Share Limit (if any applies) (i) an Early Termination Date had been designated any such condition described in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portionclauses (A), (iiB) Counterparty shall be the sole Affected Party with respect to such partial termination and or (iii) such Transaction shall be the only Terminated Transaction (andC), for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.an “Excess

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited to, the following conditions: (A) with respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section ‎9(b) or any obligations under Section ‎9(m) or ‎9(r) of this Confirmation; (B) any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in connection the Internal Revenue Code of 1986, as amended (the “Code”)); (C) such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a Share-for-Share Merger Event manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) under the entity that has become applicable law effective on or as of the Issuer date of such transfer and assignment, (1) Dealer will not, as a result of such transfer and assignment (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Dealer provided in connection with such transfer or assignment), be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment, except to the extent that the greater amount is due to a Merger Event. Change in Tax Law after the date of such transfer or assignment and (2) Dealer mayshall be entitled to a payment (including, without Counterparty’s consentfor the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Dealer provided in connection with such transfer or assignment), on any payment date, that is not less than the payment Dealer would have received in the absence of such transfer and/or assignment on account of any deduction or withholding for or on account of any Tax (as defined in the Agreement), except to the extent such deduction or withholding is due to a Change in Tax Law after the date of such transfer or assignment; (E) an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that the results described in clauses ‎(D) and ‎(E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign all or any part of its rights or obligations under the Transaction (A) without Counterparty’s consent, to any third party with affiliate of Dealer (1) that has a long-term issuer rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any other third party with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. Financial Services LLC or its successor (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. or its successor (“Moody’sM▇▇▇▇’▇”) or, if either S&P or Moody’s M▇▇▇▇’▇ ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer; provided that, provided that an in the case of any transfer or assignment described in clause (A) or (B) above, under the applicable law effective on or as of the date of such transfer or assignment, (i) no Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer or assignment, (ii) such transfer or assignment would not result in a taxable exchange from Counterparty’s perspective for U.S. federal income tax purposes, (iii)(1) Counterparty will not, as a result of such transfer or assignment (including, for the avoidance of doubt, after giving effect to any indemnity to Counterparty provided in connection with such transfer or assignment), be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or assignment and (2) Counterparty shall be entitled to a payment (including, for the avoidance of doubt, after giving effect to any indemnity to Counterparty provided in connection with such transfer or assignment), on any payment date, that is not less than the payment Counterparty would have received in the absence of such transfer and/or assignment on account of any deduction or withholding for or on account of any Tax (as defined in the Agreement), except to the extent such deduction or withholding is due to a Change in Tax Law after the date of such transfer or assignment. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 9.5%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentagethat no Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 8(j‎9(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.The “

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(b) of this Confirmation or any obligations under Section 9(n) or 9(s) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are reasonably requested by and reasonably satisfactory to Dealer; (D) Dealer will not (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Dealer provided in connection with a Share-for-Share Merger Event to the entity that has become the Issuer such transfer or assignment), as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer or assignment; (E) No Event of Default, Potential Event of Default or Termination Event will occur as a Merger Event. result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee or assignee to make such Payee Tax Representations and to provide an IRS Form W-9 and such other tax documentation as may be reasonably requested by Dealer mayto permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer or assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, without Counterparty’s consentincluding reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign all or any part of its rights or obligations under the Transaction (A) without Counterparty’s consent, to any third party with affiliate of Dealer (1) that has a long-term issuer rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent or (B) with Counterparty’s prior written consent (such consent not to be unreasonably withheld) to any other recognized dealer in transactions of the same type as the Transaction with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and & Poor’s Rating Group, Inc. Financial Services LLC or its successor (“S&P”), or A3 by M▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer, ; provided that Dealer may transfer or assign pursuant to this paragraph only if (A) either (i) the transferee or assignee is a “dealer in securities” within the meaning of Section 475(c)(1) of the Code, or (ii) the transfer or assignment does not otherwise constitute a “deemed exchange” by Counterparty within the meaning of Section 1001 of the Code, (B) Counterparty will not (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Counterparty provided in connection with such transfer or assignment), as a result of any withholding or deduction made by the transferee or assignee as a result of any Tax, receive from the transferee or assignee on any payment date or delivery date (after accounting for amounts paid by the transferee or assignee under Section 2(d)(i)(4) of the Agreement as well as such withholding or deduction) an amount or a number of Shares, as applicable, lower than the amount or the number of Shares, as applicable, that Dealer would have been required to pay or deliver to Counterparty in the absence of such transfer or assignment, except to the extent resulting from a Change in Law occurring after the date of the transfer and/or assignment and (C) no Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 8.5%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentagethat no Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 8(j9(l) of this Confirmation shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.The “

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited to, the following conditions: (A) with respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(m) or 9(r) of this Confirmation; (B) any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in connection Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)); (C) such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a Share-for-Share Merger Event manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) under the entity that has become applicable law effective on or as of the Issuer date of such transfer or assignment, (1) Dealer will not, as a result of such a Merger Event. Dealer may, without Counterparty’s consent, transfer or assign all or any part assignment (including, for the avoidance of its rights or obligations under the Transaction doubt, after giving effect to any third party indemnity from the transferee or assignee to Dealer provided in connection with a rating for its long term, unsecured and unsubordinated indebtedness equal to such transfer or better than A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”assignment), be required to pay or A3 deliver to the transferee or assignee on any payment date or delivery date an amount or number of Shares, as applicable, (after accounting for amounts payable by M▇▇▇▇’▇ Investor ServiceDealer to the transferee or assignee under Section 2(d)(i)(4) of the Agreement) greater than the amount or number of Shares, Inc. as applicable, that Dealer would have been required to pay to Counterparty in the absence of such transfer or assignment, except to the extent that the greater amount or number of Shares, as applicable, is due to a Change in Tax Law after the date of such transfer or assignment and (“Moody’s”2) orDealer shall be entitled to a payment (including, if either S&P for the avoidance of doubt, after giving effect to any indemnity from the transferee or Moody’s ceases assignee to rate Dealer provided in connection with such debttransfer or assignment), at least an equivalent rating on any payment date, that is not less than the payment Dealer would have received in the absence of such transfer and/or assignment (after accounting for amounts payable by the transferee or better by assignee to Dealer under Section 2(d)(i)(4) of the Agreement on account of any deduction or withholding for or on account of any Tax (as defined in the Agreement), as well as any withholding or deduction of Tax from the payment or delivery) except to the extent such deduction or withholding is due to a substitute agency rating mutually agreed by Counterparty and Dealer, provided that Change in Tax Law after the date of such transfer or assignment; (E) an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer or assignment; (F) without limiting the generality of clause (B), Counterparty shall cause the transferee or assignee to make such Payee Tax Representations and to provide a properly executed IRS Form W-9 and any other such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that the results described in clause (D) will not occur upon or after such transfer or assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign all or any part of its rights or obligations under the Transaction (A) without Counterparty’s consent, to any affiliate of Dealer (1) that has a long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any other third party with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Financial Services LLC or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. or its successor (“▇▇▇▇▇’▇”) or, if either S&P or ▇▇▇▇▇’▇ ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer; provided that, in the case of any transfer or assignment described in clause (A) or (B) above, under the applicable law effective on or as of the date of such transfer or assignment, (i) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer or assignment, (ii) such transfer or assignment would not result in a taxable exchange from Counterparty’s perspective for U.S. federal income tax purposes, (iii)(1) Counterparty will not, as a result of such transfer or assignment (including, for the avoidance of doubt, after giving effect to any indemnity to Counterparty provided in connection with such transfer or assignment), be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or assignment and (2) Counterparty shall be entitled to a payment (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Counterparty provided in connection with such transfer or assignment), on any payment date, that is not less than the payment Counterparty would have received in the absence of such transfer and/or assignment on account of any deduction or withholding for or on account of any Tax (as defined in the Agreement), except to the extent such deduction or withholding is due to a Change in Tax Law after the date of such transfer or assignment. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 9.5%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentagethat no Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.a

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited to the entity following conditions: (A) With respect to any Transfer Options, Counterparty and Parent shall not be released from their respective notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(n) or 9(s) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay the transferee or assignee on any payment date or delivery date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay or deliver to Counterparty in the absence of such transfer and assignment; (E) Dealer will not, as a Merger Event. result of such transfer or assignment, receive from the transferee or assignee on any payment date (after accounting for amounts paid by the transferee or assignee under Section 2(d)(i)(4) of the Agreement as well as any withholding or deduction of Tax from the payment) an amount less than it would have been entitled to receive from Counterparty in the absence of such transfer or assignment; (F) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (G) Without limiting the generality of clause (B), the transferee or assignee shall make such Payee Tax Representations and provide such tax documentation as may be reasonably requested by Dealer mayto permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (H) Counterparty shall be responsible for all reasonable costs and expenses, without Counterparty’s consentincluding reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign all or any part of its rights or obligations under the Transaction (A) without Counterparty’s or Parent’s consent (but with prompt subsequent (but in no event more than two Exchange Business Days) written notice to Counterparty) to any third party with affiliate or branch of Dealer (1) that has a long-term issuer rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than A- Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, as applicable (provided that in connection with any assignment or transfer pursuant to clause (A)(2) hereof, the guarantee of any guarantor of the relevant transferee’s obligations under the Transaction shall constitute a Credit Support Document under the Agreement), or (B) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any other third party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives and that has a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer or assignment and (2) A-by Standard and Poor’s Rating Group, Inc. Financial Services LLC or its successor (“S&P”), or A3 by M▇▇▇▇▇’▇ Investor Service, Inc. or its successor (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer; provided that, provided that in the case of any transfer or assignment described in clause (A) or (B) above, (I) such a transfer or assignment shall not occur unless an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; and (II) at the time of such transfer or assignment the transfer or assignment does not result in a deemed exchange by Counterparty within the meaning of Section 1001 of the Code. In addition, (A) the transferee or assignee shall agree that following such transfer or assignment, Counterparty will not (x) receive from the transferee or assignee on any payment date or delivery date (after accounting for amounts paid by the transferee or assignee under Section 2(d)(i)(4) of the Agreement as well as any withholding or deduction of Tax from the payment or delivery) an amount or a number of Shares, as applicable, lower than the amount or the number of Shares, as applicable, that Counterparty would have been entitled to receive from Dealer in the absence of such transfer or assignment or (y) be required to pay such assignee or transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment and (B) the transferee or assignee shall make such Payee Tax Representations and shall provide such tax documentation as may be reasonably requested by Counterparty including in order to permit Counterparty to make any necessary determinations pursuant to clause (A) of this sentence and to determine that the statement in clause (II) of the proviso that precedes (A) is correct. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 8.0%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options such that no Excess Ownership Position exists (after giving effect to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer such transfer or assignment and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterpartyresulting change in Dealer’s outstanding Shares (such quotient expressed as a percentagecommercially reasonable Hedge Positions), the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (i) its “beneficial ownership” following such partial termination will be equal no Excess Ownership Position exists (after giving effect to approximately 7.5% such transfer or assignment and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%any resulting change in Dealer’s commercially reasonable Hedge Positions). In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.Section

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(b) of this Confirmation or any obligations under Section 9(n) or 9(s) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are reasonably requested by and reasonably satisfactory to Dealer; (D) Dealer will not (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Dealer provided in connection with a Share-for-Share Merger Event to the entity that has become the Issuer such transfer or assignment), as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer or assignment; (E) No Event of Default, Potential Event of Default or Termination Event will occur as a Merger Event. result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee or assignee to make such Payee Tax Representations and to provide an IRS Form W-9 and such other tax documentation as may be reasonably requested by Dealer mayto permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer or assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, without Counterparty’s consentincluding reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign all or any part of its rights or obligations under the Transaction (A) without Counterparty’s consent, to any third party with affiliate of Dealer (1) that has a long-term issuer rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent or (B) with Counterparty’s prior written consent (such consent not to be unreasonably withheld) to any other recognized dealer in transactions of the same type as the Transaction with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and & Poor’s Rating Group, Inc. Financial Services LLC or its successor (“S&P”), or A3 by M▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer, ; provided that an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment. If after Dealer’s commercially reasonable efforts, Dealer is unable to effect such a may transfer or assignment on pricing terms reasonably acceptable assign pursuant to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce this paragraph only if (A) either (i) the transferee or assignee is a “beneficial ownershipdealer in securities” (within the meaning of Section 13 475(c)(1) of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less Code, or (ii) the quotient transfer or assignment does not otherwise constitute a “deemed exchange” by Counterparty within the meaning of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 1001 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated PortionCode, (iiB) Counterparty shall be the sole Affected Party with respect to such partial termination and will not (iii) such Transaction shall be the only Terminated Transaction (andincluding, for the avoidance of doubt, the provisions of Section 8(j) shall apply after giving effect to any amount that is payable by Dealer indemnity from the transferee or assignee to Counterparty pursuant to this sentence provided in connection with such transfer or assignment), as if Counterparty was not a result of any withholding or deduction made by the Affected Party). Notwithstanding transferee or assignee as a result of any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sellTax, receive from the transferee or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, assignee on any payment made in accordance with this paragraph shall be determined solely on date or delivery date (after accounting for amounts paid by the basis transferee or assignee under Section 2(d)(i)(4) of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.Agreement as well as such

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to paragraph 5(e) of this Confirmation, its registration obligations pursuant to paragraph 5(p) of this Confirmation, or its obligation to provide a Notice of Merger Consideration pursuant to paragraph 2 of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment except to the extent that the greater amount is due to a Merger Event. Change in Tax Law after the date of such transfer or assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Notwithstanding any provision of the Agreement to the contrary, Dealer may, without Counterparty’s consentsubject to applicable law, freely transfer or and assign all or any part of its rights or and obligations under the Transaction or the Agreement without the consent of Counterparty, (x) to any third party with of its affiliates and (y) solely to the extent required to eliminate an Excess Ownership Position as provided in the immediately succeeding sentence, to any affiliate and/or any other recognized dealer in transactions such as the Transaction, where in the case of both clauses (x) and (y), the assignee shall have a rating (or whose guarantor shall have a rating) for its long term, unsecured and unsubordinated indebtedness equal to of A- or better than A- by Standard and & Poor’s Rating Group, Inc. Ratings Services or its successor (“S&P”), or A3 or better by M▇▇▇▇▇’▇ Investor Investors Service, Inc. or its successor (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer, ; provided that an Event either (1) the transferee in any such Transfer is a “dealer in securities” within the meaning of DefaultSection 475(c)(1) of the Code or (2) the Transfer does not result in a deemed exchange by Counterparty within the meaning of Section 1001 of the Code provided further that Counterparty will not, Potential Event of Default or Termination Event will not occur as a result of such transfer and and/or assignment, be required under the Agreement or this Confirmation to (i) pay to the transferee or assignee an amount greater than the amount that it would have been required to pay to Dealer in the absence of such transfer or assignment or (ii) receive from the transferee or assignee an amount less than the amount that Counterparty would have received from Dealer in the absence of such transfer or assignment, in each case based on the circumstances in effect on the date of such transfer. Dealer shall provide Counterparty with written notice of any assignment. If at any time at which (1) the Equity Percentage exceeds 9.0% or (2) Dealer, Dealer Group (as defined below) or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under any relevant state corporate law or state or federal bank holding company or banking laws, or other federal, state or local laws, regulations, regulatory orders or organizational documents or contracts of Counterparty that are applicable to ownership of Shares (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to (x) the number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person or could result in an adverse effect on a Dealer Person, as determined by Dealer in its reasonable discretion, under Applicable Laws and with respect to which such requirements have not been met or the relevant approval has not been received minus (y) 1.0% of the number of Shares outstanding on the date of determination (either such condition described in clause (1) or (2), an “Excess Ownership Position”) and Dealer is unable, after Dealer’s commercially reasonable efforts, Dealer is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer it of all or a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 portion of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject Transaction pursuant to aggregation with Dealer under the preceding sentence such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or lessthat an Excess Ownership Position no longer exists, Dealer may designate any Exchange Business Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this the Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%an Excess Ownership Position no longer exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (ix) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the Terminated Portion, (iiy) Counterparty shall be the sole Affected Party with respect to such partial termination and (iiiz) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(jparagraph 5(n) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence sentence). The “Equity Percentage” as if Counterparty was not of any day is the Affected Partyfraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates subject to aggregation with Dealer, for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with Dealer (“Dealer Group”), beneficially own (within the meaning of Section 13 of the Exchange Act) on such day and (B) the denominator of which is the number of Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares Shares or other securities and otherwise to perform Dealer’s ’ obligations in respect of this the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.

Transfer or Assignment. Counterparty Neither party may not transfer any of its rights or obligations hereunder and under this the Transaction and Agreement without the prior written consent of Dealerthe non-transferring party (such consent not to be unreasonably withheld); provided that, except that Counterparty maysubject to applicable law, Dealer may transfer or assign without the prior written any consent of Dealer, transfer Counterparty its rights and obligations hereunder, in connection with whole or in part, to any of its affiliates of credit quality at least equivalent to that of Dealer as of the Trade Date or to any other of its affiliates provided that Counterparty shall receive a Share-for-Share Merger Event to the entity that has become the Issuer as a result full guaranty of such a Merger Event. affiliate’s obligations from Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction in form and substance reasonably satisfactory to any third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than A- by Standard and Poor’s Rating Group, Inc. or its successor Counterparty if (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”i) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer or assignment and (ii) as a result of such transfer or assignment, Counterparty will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment. If Except for the transfer or assignment contemplated in the proviso to the first sentence of this paragraph 8(g), in the case of a transfer or assignment by Counterparty or Dealer of its rights and obligations hereunder and under the Agreement, in whole or in part (any Options so transferred or assigned, the “Transfer Options”), to any party, withholding of consent by the other party (the “Remaining Party”) shall not be considered unreasonable if such transfer or assignment does not meet the following reasonable conditions that the Remaining Party may impose: (i) with respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to paragraph 8(b) (“Repurchase Notices”) or any obligations under paragraph 2 regarding Extraordinary Events or paragraph 8(m) (“Registration”) of this Confirmation; (ii) any Transfer Options shall only be transferred or assigned to a third party that is a U.S. person (as defined in the Internal Revenue Code of 1986, as amended); (iii) such transfer or assignment shall be effected on terms, including any reasonable undertakings by such transferee (including, but not limited to, undertakings with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of the Remaining Party, will not expose the Remaining Party to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such transferee and the transferor as are reasonably requested and reasonably satisfactory to the Remaining Party; (iv) the Remaining Party will not, as a result of such transfer or assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that the Remaining Party would have been required to pay to the transferor in the absence of such transfer or assignment; (v) an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer or assignment; (vi) without limiting the generality of clause (ii), the transferor shall have caused the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by the Remaining Party to permit the Remaining Party to determine that results described in clauses (iv) and (v) will not occur upon or after Dealersuch transfer or assignment; and (vii) the transferor shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by the Remaining Party in connection with such transfer or assignment. Notwithstanding the foregoing, at any time at which a transaction proposed to be entered into by Dealer would cause the Articles Ownership Percentage to exceed 4.9%, unless Counterparty provides an acknowledgment to Dealer to the effect that the Shares owned or controlled by Dealer or any of its affiliates will not be deemed as owned or controlled by an “Alien” (as defined in Article Twelve Section 6 of Counterparty’s commercially reasonable effortsCertificate of Incorporation), Dealer may (or shall, if requested by Counterparty) transfer or assign to a third party such portion of the Transaction that would otherwise cause the Articles Ownership Percentage to exceed 4.9% (it being understood and agreed that Dealer would make such a transfer or assignment to (a) one of its U.S. affiliates, if, in Counterparty’s view, such a transfer or assignment would result in the Shares owned or controlled by such U.S. affiliates not being owned or controlled by an “Alien” for purposes of Article Twelve of Counterparty’s Certificate of Incorporation) or (b) unless otherwise consented by Counterparty, to a third party who is not an “Alien” for purposes of Article Twelve of Counterparty’s Certificate of Incorporation, if the transfer or assignment would otherwise result in such Shares deemed owned or controlled by an “Alien” for purposes of Article Twelve of Counterparty’s Certificate of Incorporation); provided further that if Dealer is unable to effect such a transfer or assignment to a third party after its commercially reasonable efforts on pricing terms reasonably acceptable to Dealer and within (or to one of its U.S. affiliates, if, in Counterparty’s view, such a time period reasonably acceptable to Dealer transfer or assignment would result in the Shares owned or controlled by such U.S. affiliates not being owned or controlled by an “Alien” for purposes of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) Article Twelve of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under Articles of Incorporation) such Section 13 and such rules to 7.5% or less or (ii) that the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or lessArticles Ownership Percentage does not exceed 4.9%, Dealer may designate any Exchange Business Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Articles Terminated Portion”) of this the Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Articles Ownership Percentage following such partial termination will be equal to approximately 14.54.9%. Notwithstanding the foregoing, at any time at which (1) the Option Equity Percentage exceeds 9.0% or (2) Dealer, Dealer Group (as defined below) or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under any relevant state corporate law or any state or federal bank holding company or banking laws, or other federal, state or local laws, regulations or regulatory orders applicable to ownership of Shares (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to (x) the number of Shares that, in the good faith determination of the relevant Dealer Person, would give rise to materially burdensome reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person under Applicable Laws (including, without limitation, “interested stockholder” or “acquiring person” status under Section 203 of the Delaware General Corporation Law, but excluding any report or filing required pursuant to Section 13 of the Exchange Act and the rules promulgated thereunder) and with respect to which such requirements have not been met or the relevant approval has not been received minus (y) 1.0% of the number of Shares outstanding on the date of determination (either such condition described in clause (1) or (2), an “Excess Ownership Position”) and Dealer is unable, after commercially reasonable efforts, to eliminate such Excess Ownership Position or effect a transfer or assignment to a third party with a rating (or whose guarantor has a rating) for its long term, unsecured and unsubordinated indebtedness at least equal to that of Dealer as of the Trade Date on pricing terms and within a time period reasonably acceptable to it of all or a portion of the Transaction such that an Excess Ownership Position no longer exists, Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Reporting Terminated Portion”) of the Transaction, such that an Excess Ownership Position no longer exists. In the event that Dealer so designates an Early Termination Date with respect to an Articles Terminated Portion or a portion of this TransactionReporting Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Articles Terminated Portion or the Reporting Terminated Portion, as the case may be, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(jparagraph 8(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Partysentence). Notwithstanding The “Articles Ownership Percentage” as of any other provision in this Confirmation to day is the contrary requiring or allowing fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of and its affiliates to purchase“own or control” (within the meaning of Article 12 Section 2 of Counterparty’s Certificate of Incorporation) on such day, sell, receive or deliver and (B) the denominator of which is the number of Shares outstanding on such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmationday.

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer and assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to the entity following conditions: (A) With respect to any Transfer Options, Counterparty or the Issuer, as applicable, shall not be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(o) or 9(u) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are reasonably requested and reasonably satisfactory to Dealer; (D) Under the applicable law effective on the date of such transfer or assignment, Dealer will not, as a result of such transfer and assignment, be required to pay the transferee or assignee on any payment date an amount or number of Shares under Section 2(d)(i)(4) of the Agreement greater than an amount or number of Shares that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment; (E) Dealer will not, as a Merger Event. result of any withholding or deduction made by the transferee or assignee as a result of any Tax, receive from the transferee or assignee on any payment date an amount or number of Shares (taking into account any additional amounts paid under Section 2(d)(i)(4) of the Agreement) that is less than the amount or the number of Shares the Dealer would have received from Counterparty in the absence of such transfer or assignment; (F) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (G) Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (H) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction (A) to any third party affiliate of Dealer whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer Parent, or (B) to any other wholly owned direct or indirect subsidiary or branch of Dealer Parent with a long-term issuer rating for its long term, unsecured and unsubordinated indebtedness equal to or better than (1) the credit rating of Dealer at the time of the transfer or (2) A- by Standard and Poor’s Rating Group, Inc. S&P Global Ratings or its successor (“S&P”), or A3 by M▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer, ; provided that an in the case of any transfer or assignment described in clause (A) or (B) above, no Event of Default, Potential Event of Default or Termination Event with respect to which Dealer is the Defaulting Party or an Affected Party, as the case may be, exists or will not occur as a result of such transfer or assignment; provided, further, that under the applicable law effective on the date of such transfer or assignment, (1) at the time of such assignment or transfer Counterparty will not, as a result of such transfer or assignment, either (I) be required to pay (including a payment in kind) the transferee or assignee on any payment or settlement date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, or (II) receive (including a payment in kind) from the transferee or assignee on any payment or settlement date an amount under Section 2(d)(i)(4) of the Agreement that is less than the amount that Counterparty would have received from Dealer in the absence of such transfer or assignment; and (2) such transfer or assignment does not cause a deemed exchange for Counterparty of the Transaction under Section 1001 of the Code. Dealer shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the events described in the preceding proviso shall not occur upon or after such transfer or assignment. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 8.0%, (B) the Option Equity Percentage exceeds 14.5% or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentagethat no Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 8(j9(m) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding The “Section 16 Percentage” as of any other provision in this Confirmation to day is the contrary requiring or allowing fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate and any of its affiliates or any other person subject to purchaseaggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, sellor any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), receive or deliver without duplication, on such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Option Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction sold by Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such performanceperson, a “Dealer Person”) under Section 203 of the Delaware General Corporation Law or any other law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its good faith, reasonable discretion. For The “Applicable Share Limit” means a number of Shares equal to (A) the avoidance minimum number of doubtShares that could give rise to reporting or registration obligations (except for any filing requirements on Form 13F, any payment made Schedule 13D or Schedule 13G under the Exchange Act, in accordance with this paragraph shall be determined solely each case, as in effect on the basis Trade Date) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in good faith and in its reasonable discretion, minus (B) 1% of the Fair Value Variables in accordance with Section 8(s) number of this ConfirmationShares outstanding.

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose that are generally applicable in connection with similar situations (if any) and applied in a Sharenon-for-Share Merger Event discriminatory manner, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section (b) or any obligations under Section (o) or(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in Section 7701(a)(30) of the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to applicable securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment, nor receive from the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement that is less than the amount that Dealer would have received from Counterparty in the absence of such transfer and assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a Merger Event. result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may, (A) without Counterparty’s consent, transfer or assign (a “Transfer”) all or any part of its rights or obligations under the Transaction to any affiliate or branch of Dealer (1) that has a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such Transfer, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) with Counterparty’s consent (which consent will not be unreasonably withheld) to any other third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than A- the lesser of (1) the credit rating of Dealer at the time of the Transfer and (2) BBB+ by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 Baa1 by M▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer, ; provided that such transferee is an Event “eligible contract participant” (as such term is defined in Section 1a(18) of Defaultthe Commodity Exchange Act, Potential Event as amended); provided further that, in the case of Default a transfer or Termination Event assignment under (A) or (B) above, (i) under the applicable law effective on the date of transfer or assignment by Dealer, (1) Counterparty will not occur not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, (2) Counterparty will not, as a result of such transfer or assignment, receive from the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement that is less than the amount that Counterparty would have received from Dealer in the absence of such transfer or assignment and (3) such transfer or assignment would not result in a taxable exchange from Counterparty’s perspective for U.S. federal income tax purposes; (ii) Dealer shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the results described in clause (i) of this proviso will not occur upon or after such transfer or assignment; and (iii) Dealer shall provide prompt written notice to Counterparty following any such Transfer. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 7.5%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options such that (after giving effect to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer such transfer or assignment and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (iiresulting change in Dealer’s commercially reasonable Hedge Positions) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentageno Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (iafter giving effect to such transfer or assignment and any resulting change in Dealer’s commercially reasonable Hedge Positions) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 8(j10(m) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding The “Section 16 Percentage” as of any other provision in this Confirmation to day is the contrary requiring or allowing fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate and any of its affiliates or any other person subject to purchaseaggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, sellor any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), receive or deliver without duplication, on such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Option Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction sold by Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding on such performanceday. For The “Share Amount” as of any day is the avoidance number of doubtShares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any payment made law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in accordance with this paragraph shall each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could reasonably be determined solely expected to give rise to reporting or registration obligations (except for any filing requirements on Form 13F, Schedule 13D or Schedule 13G under the Exchange Act, in each case, as in effect on the basis Trade Date) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could reasonably be expected to result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the Fair Value Variables in accordance with Section 8(s) number of this ConfirmationShares outstanding.

Transfer or Assignment. Counterparty The rights and duties under this Confirmation may not transfer be transferred or assigned by any of its rights or obligations under this Transaction party hereto without the prior written consent of Dealerthe other party, except such consent not to be unreasonably withheld; provided, that Counterparty may, without the prior written consent of Dealer, transfer its rights and obligations in connection with a Share-for-Share Merger Event to the entity that has become the Issuer as a result of such a Merger Event. Dealer Nomura may, without Counterparty’s consent, but with prompt written notice thereof, transfer or assign all or any part of its rights or obligations under the Transaction to any third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, affiliate of Nomura; provided that an (i) under the applicable law effective on the date of such transfer or assignment, Counterparty will not receive a payment that is less than the payment Counterparty would have received in the absence of such transfer or assignment on account of any deduction or withholding under Section 2(d)(i) of the Agreement, (ii) no Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer or assignment, (iii) such transferee meets all of Counterparty’s then existing counterparty eligibility requirements, including credit practices and assignmentpolicies, and exposure limits and (iv) Counterparty shall continue to benefit from a Credit Support Document with respect to such assignee. If at any time at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B), an “Excess Ownership Position”), Nomura is unable after Dealer’s using its commercially reasonable efforts, Dealer is unable efforts to effect such a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Dealer Nomura and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under Nomura such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentagethat no Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, Dealer then Nomura may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer Nomura so designates an Early Termination Date with respect to a portion of this the Transaction, a payment portion of the Shares with respect to the Transaction shall be made pursuant delivered to Section 6 of the Agreement Counterparty as if (i) an the Early Termination Date had been designated was the Valuation Date in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.Transaction

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited to, the following conditions: (A) with respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(m) or 9(r) of this Confirmation; (B) any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in connection Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)); (C) such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a Share-for-Share Merger Event manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) under the entity that has become applicable law effective on or as of the Issuer date of such transfer or assignment, (1) Dealer will not, as a result of such a Merger Event. Dealer may, without Counterparty’s consent, transfer or assign all or any part assignment (including, for the avoidance of its rights or obligations under the Transaction doubt, after giving effect to any third party indemnity from the transferee or assignee to Dealer provided in connection with a rating for its long term, unsecured and unsubordinated indebtedness equal to such transfer or better than A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”assignment), be required to pay or A3 deliver to the transferee or assignee on any payment date or delivery date an amount or number of Shares, as applicable, (after accounting for amounts payable by M▇▇▇▇’▇ Investor ServiceDealer to the transferee or assignee under Section 2(d)(i)(4) of the Agreement) greater than the amount or number of Shares, Inc. as applicable, that Dealer would have been required to pay to Counterparty in the absence of such transfer or assignment, except to the extent that the greater amount or number of Shares, as applicable, is due to a Change in Tax Law after the date of such transfer or assignment and (“Moody’s”2) orDealer shall be entitled to a payment (including, if either S&P for the avoidance of doubt, after giving effect to any indemnity from the transferee or Moody’s ceases assignee to rate Dealer provided in connection with such debttransfer or assignment), at least an equivalent rating on any payment date, that is not less than the payment Dealer would have received in the absence of such transfer and/or assignment (after accounting for amounts payable by the transferee or better by assignee to Dealer under Section 2(d)(i)(4) of the Agreement on account of any deduction or withholding for or on account of any Tax (as defined in the Agreement), as well as any withholding or deduction of Tax from the payment or delivery) except to the extent such deduction or withholding is due to a substitute agency rating mutually agreed by Counterparty and Dealer, provided that Change in Tax Law after the date of such transfer or assignment; (E) an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer or assignment; (F) without limiting the generality of clause (B), Counterparty shall cause the transferee or assignee to make such Payee Tax Representations and to provide a properly executed IRS Form W-9 and any other such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that the results described in clause (D) will not occur upon or after such transfer or assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign all or any part of its rights or obligations under the Transaction (A) without Counterparty’s consent, to any affiliate of Dealer (1) that has a long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any other third party with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Financial Services LLC or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. or its successor (“▇▇▇▇▇’▇”) or, if either S&P or ▇▇▇▇▇’▇ ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer; provided that, in the case of any transfer or assignment described in clause (A) or (B) above, under the applicable law effective on or as of the date of such transfer or assignment, (i) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer or assignment, (ii) such transfer or assignment would not result in a taxable exchange from Counterparty’s perspective for U.S. federal income tax purposes, (iii)(1) Counterparty will not, as a result of such transfer or assignment (including, for the avoidance of doubt, after giving effect to any indemnity to Counterparty provided in connection with such transfer or assignment), be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or assignment and (2) Counterparty shall be entitled to a payment (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Counterparty provided in connection with such transfer or assignment), on any payment date, that is not less than the payment Counterparty would have received in the absence of such transfer and/or assignment on account of any deduction or withholding for or on account of any Tax (as defined in the Agreement), except to the extent such deduction or withholding is due to a Change in Tax Law after the date of such transfer or assignment. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 9.5%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentagethat no Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.been

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(m) or 9(r) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Under the applicable law effective on or as of the date of such transfer and assignment, (1) Dealer will not, as a result of such a Merger Event. transfer and assignment (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Dealer may, without Counterparty’s consent, provided in connection with such transfer or assign all assignment), be required to pay the transferee or assignee on any part payment date an amount under Section 2(d)(i)(4) of its rights the Agreement greater than the amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or obligations under assignment and (2) Dealer will not (including, for the Transaction avoidance of doubt, after giving effect to any third party indemnity from the transferee or assignee to Dealer provided in connection with a rating for its long term, unsecured and unsubordinated indebtedness equal to such transfer or better than A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”assignment), as a result of such transfer and assignment, receive from the transferee or A3 assignee on any payment date an amount (after taking into account amounts required to be paid by M▇▇▇▇’▇ Investor Servicethe transferee or assignee under Section 2(d)(i)(4) of the Agreement, Inc. as well as any amounts withheld) that is less than the amount that Dealer would have received from Counterparty in the absence of such transfer and assignment, except to the extent that the lesser amount is due to a Change in Tax Law after the date of such transfer or assignment; (“Moody’s”E) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment. If ; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign all or any part of its rights or obligations under the Transaction (A) without Counterparty’s consent, to any affiliate of Dealer (1) that has a long-term issuer rating that is equal to or better than Dealer’s commercially reasonable effortscredit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any other third party financial institution that is unable a recognized dealer in the market for U.S. corporate equity derivatives with a long-term issuer rating equal to effect or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Financial Services LLC or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. (“▇▇▇▇▇’▇”) or, if either S&P or ▇▇▇▇▇’▇ ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer; provided that, in the case of any transfer or assignment described in clause (A) or (B) above, under the applicable law effective on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer or as of a sufficient number the date of Options to reduce such transfer or assignment, (i) the “beneficial ownership” (within the meaning no Event of Section 13 Default, Potential Event of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% Default or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed Termination Event will occur as a percentage, the “Option Equity Percentage”) to 14.5% result of such transfer or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portionassignment, (ii) Counterparty shall be both Dealer and the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.transferee or

Transfer or Assignment. (i) Either of Counterparty may not and Parent shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, neither Counterparty nor Parent shall be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(n) or 9(s) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any reasonable and necessary documentation and delivery of reasonable and customary legal opinions with respect to securities laws and other matters by such third party and Counterparty or Parent, as are reasonably requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment and after giving effect thereto, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty or Parent in the absence of such transfer and assignment; (E) An Event of Default, Potential Event of Default or Termination Event with respect to Counterparty will not occur as a Merger Event. result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty and Parent shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer mayto permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Each of Counterparty and Parent shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may (A) without Counterparty’s or Parent’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any third party with affiliate of Dealer (1) that has a long-term issuer rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by GS Group generally for similar transactions, by GS Group, or (B) in consultation with Counterparty and/or Parent, and with Counterparty’s and/or Parent’s prior written consent (which consent not to be delayed or unreasonably withheld), transfer or assign all or any part of its rights or obligations under the Transaction to any other third party with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of GS Group at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by M▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty Counterparty, Parent and Dealer, ; provided that an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment. If after Dealer’s commercially reasonable efforts, Dealer is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.that:

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited to the entity following conditions: (A) With respect to any Transfer Options, Counterparty and Parent shall not be released from their respective notice and indemnification obligations pursuant to Section ‎9(b) or any obligations under Section ‎9(n) or ‎9(s) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay the transferee or assignee on any payment date or delivery date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay or deliver to Counterparty in the absence of such transfer and assignment; (E) Dealer will not, as a Merger Event. result of such transfer or assignment, receive from the transferee or assignee on any payment date (after accounting for amounts paid by the transferee or assignee under Section 2(d)(i)(4) of the Agreement as well as any withholding or deduction of Tax from the payment) an amount less than it would have been entitled to receive from Counterparty in the absence of such transfer or assignment; (F) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (G) Without limiting the generality of clause ‎(B), the transferee or assignee shall make such Payee Tax Representations and provide a properly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, and such other tax documentation as may be reasonably requested by Dealer mayto permit Dealer to determine that results described in clauses ‎(D) and (E) will not occur upon or after such transfer and assignment; and (H) Counterparty shall be responsible for all reasonable costs and expenses, without Counterparty’s consentincluding reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign all or any part of its rights or obligations under the Transaction (A) without Counterparty’s or Parent’s consent (but with prompt subsequent (but in no event more than two Exchange Business Days) written notice to Counterparty) to any third party with affiliate or branch of Dealer (1) that has a long-term issuer rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer [or Dealer’s ultimate parent] generally for similar transactions, by Dealer [or Dealer’s ultimate parent, as applicable] (provided that in connection with any assignment or transfer pursuant to clause (A)(2) hereof, the guarantee of any guarantor of the relevant transferee’s obligations under the Transaction shall constitute a Credit Support Document under the Agreement), or (B) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any other third party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives and that has a long- term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer or assignment and (2) A- by Standard and Poor’s Rating Group, Inc. Financial Services LLC or its successor (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. or its successor (“Moody’sM▇▇▇▇’▇”) or, if either S&P or Moody’s M▇▇▇▇’▇ ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer; provided that, provided that in the case of any transfer or assignment described in clause (A) or (B) above, (I) such a transfer or assignment shall not occur unless an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; and (II) at the time of such transfer or assignment the transfer or assignment does not result in a deemed exchange by Counterparty within the meaning of Section 1001 of the Code. In addition, (A) the transferee or assignee shall agree that following such transfer or assignment, Counterparty will not (x) receive from the transferee or assignee on any payment date or delivery date (after accounting for amounts paid by the transferee or assignee under Section 2(d)(i)(4) of the Agreement as well as any withholding or deduction of Tax from the payment or delivery) an amount lower than the amount that Counterparty would have been entitled to receive from Dealer in the absence of such transfer or assignment or (y) be required to pay such assignee or transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment and (B) the transferee or assignee shall make such Payee Tax Representations and shall provide such tax documentation as may be reasonably requested by Counterparty including in order to permit Counterparty to make any necessary determinations pursuant to clause (A) of this sentence and to determine that the statement in clause (II) of the proviso that precedes (A) is correct. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 4.9%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options such that no Excess Ownership Position exists (after giving effect to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer such transfer or assignment and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterpartyresulting change in Dealer’s outstanding Shares (such quotient expressed as a percentagecommercially reasonable Hedge Positions), the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (i) its “beneficial ownership” following such partial termination will be equal no Excess Ownership Position exists (after giving effect to approximately 7.5% such transfer or assignment and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%any resulting change in Dealer’s commercially reasonable Hedge Positions). In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Transaction Portion were the sole Affected Transaction. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (and, for A) the avoidance numerator of doubt, which is the provisions number of Section 8(j) shall apply to any amount Shares that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate and any of its affiliates or any other person subject to purchaseaggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, sellor any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), receive or deliver without duplication, on such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Option Equity Percentage” as of any such performance. For day is the avoidance fraction, expressed as a percentage, (A) the numerator of doubt, any payment made in accordance with this paragraph shall be determined solely on which is the basis sum of (1) the product of the Fair Value Variables in accordance with Section 8(sNumber of Options and the Option Entitlement and (2) the aggregate number of this Confirmation.Shares underlying any other call option transaction sold by Dealer to Counterparty, and (B) the denominator of which is the number

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section ‎9(b) or any obligations under Section ‎9(m) or ‎9(r) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Under the applicable law effective on or as of the date of such transfer and assignment, (1) Dealer will not, as a result of such transfer and assignment (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Dealer provided in connection with such transfer or assignment), be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment, except to the extent that the greater amount is due to a Merger Event. Change in Tax Law after the date of such transfer or assignment and (2) Dealer maywill not (including, without Counterparty’s consentfor the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Dealer provided in connection with such transfer or assignment), as a result of such transfer and assignment, receive from the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement that is less than the amount that Dealer would have received from Counterparty in the absence of such transfer and assignment, except to the extent that the lesser amount is due to a Change in Tax Law after the date of such transfer or assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses ‎(D) and ‎(E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign all or any part of its rights or obligations under the Transaction (A) without Counterparty’s consent, to any third party with affiliate of Dealer (1) that has a long-term issuer rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any other third party with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. Financial Services LLC or its successor (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer; provided that, provided that an in the case of any transfer or assignment described in clause (A) or (B) above, under the applicable law effective on or as of the date of such transfer or assignment, (i) no Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and or assignment. If after Dealer’s commercially reasonable efforts, Dealer is unable to effect (ii) such a transfer or assignment on pricing terms reasonably acceptable to Dealer and within will not constitute a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownershipdeemed exchange” (by Counterparty within the meaning of Section 13 1001 of the Exchange Act and rules promulgated thereunderCode, (iii)(1) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed Counterparty will not, as a percentageresult of such transfer or assignment, be required to pay the “Option Equity Percentage”transferee or assignee on any payment date an amount under Section 2(d)(i)(4) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to greater than the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer Counterparty would have been required to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.pay to

Transfer or Assignment. Counterparty or Parent may not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer its rights and obligations in connection with a Share-for-Share Merger Event to the entity that has become the Issuer as a result of such a Merger EventJPMorgan. Dealer JPMorgan may, without Counterparty’s and Parent’s consent, transfer or assign all or any part of its rights or obligations under the this Transaction to any third party (the “Transferee”) with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (i) the credit rating of JPMorgan at the time of the transfer and (ii) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by M▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, JPMorgan (the “Minimum Agency Credit Rating”); provided that an Event the Transferee agrees not to transfer or assign all or any part of Defaultits rights or obligations under such transferred or assigned portion of this Transaction (the “Transferred Transaction”) to any third party unless such third party has a rating for its long term, Potential Event unsecured and unsubordinated indebtedness equal to or better than the lesser of Default or Termination Event will not occur as a result (i) the credit rating of such the Transferee at the time of the transfer and assignment(ii) the Minimum Agency Credit Rating; and provided further that the Transaction will not, at the time of transfer, exceed the Threshold Value (as defined below) with respect to the Transferee and such Transferee agrees (i) to comply with Section 9(aa) of this Confirmation with respect to its securities and (ii) not to transfer or assign all or any portion of the Transferred Transaction to any other third party unless such third party agrees to comply with Section 9(aa) of this Confirmation with respect to its securities (it being understood that all references therein to JPMorgan shall instead refer to such Transferee or such subsequent third party, as applicable). If after DealerJPMorgan’s commercially reasonable efforts, Dealer JPMorgan is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Dealer JPMorgan and within a time period reasonably acceptable to Dealer JPMorgan of a sufficient number of Options to reduce (i) the aggregate “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of CounterpartyJPMorgan and any of its affiliates with which it is required to aggregate “beneficial ownership” under Section 13 of the Exchange Act and rules promulgated thereunder (“JPMorgan Group”) to 7.5% of Parent’s outstanding Shares by Dealer and any person subject or less, (ii) the Option Equity Percentage to aggregation with Dealer under 6.5% or less, (iii) ▇.▇. ▇▇▇▇▇▇ Chase & Co.’s (“Bank”) Beneficial Ownership or Constructive Ownership (as such Section 13 and terms are defined in the Charter) of Common Stock (as such rules term is defined in the Charter) to 7.58.0% or less or (iiiv) the quotient percentage of (x) the product total vote or the total value of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of CounterpartyJPMorgan’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) securities that this Transaction represents to 14.59.5% or less, Dealer JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its the JPMorgan Group’s “beneficial ownership” following such partial termination will be equal to approximately or less than 7.5% and %, (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5or less than 6.5%, (iii) Bank’s Beneficial Ownership or Constructive Ownership (as such terms are defined in the Charter) of Common Stock (as such term is defined in the Charter) following such partial termination will be equal to or less than 8.0% or (iv) the percentage of the total vote or the total value of JPMorgan’s securities that this Transaction represents to or less than 9.5%. If the Waiver terminates or ceases to be valid, binding or enforceable against Counterparty JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to all or a portion of this Transaction. Solely for purposes of this subsection, following receipt of any Repurchase Notice or Exchange Rate Adjustment Notice, (i) JPMorgan Group’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) with respect to Shares, (ii) the Options Equity Percentage and (iii) Bank’s Beneficial Ownership or Constructive Ownership (as such terms are defined in the Charter) with respect to the Common Stock (as such term is defined in the Charter), as the case may be, shall incorporate the deemed effect of the relevant Share repurchase (in the case of a Repurchase Notice) or New Exchange Rate (in the case of an Exchange Rate Adjustment Notice). In the event that Dealer JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j9(q) shall apply to any amount that is payable by Dealer JPMorgan to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer JPMorgan to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform DealerJPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer JPMorgan shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(b) or any obligations under Section 10(o) or 10(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested by, and reasonably satisfactory to, Dealer; (1) Dealer will not, as a result of such a Merger Event. Dealer may, without Counterparty’s consent, transfer or assign all assignment, be required to pay the transferee (or deliver to the transferee) on any part payment date or delivery date an amount or number of its rights Shares, as applicable, under Section 2(d)(i)(4) of the Agreement greater than the amount or obligations number of Shares, as applicable, that Dealer would have been required to pay (or deliver, as the case may be) to Counterparty in the absence of such transfer or assignment, and (2) Dealer will not, as a result of such transfer and assignment, receive from the transferee on any payment date (after accounting for amounts paid by the transferee or assignee under Section 2(d)(i)(4) of the Transaction to Agreement as well as any third party with a rating for its long term, unsecured withholding or deduction of Tax from the payment) an amount that is less than the amount that Dealer would have received from Counterparty in the absence of such transfer and unsubordinated indebtedness equal to or better than A- by Standard and Poor’s Rating Group, Inc. or its successor assignment; (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”E) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment. If after Dealer’s commercially reasonable efforts; (F) Without limiting the generality of clause (B), Dealer is unable Counterparty shall cause the transferee to effect make such a transfer or assignment on pricing terms Payee Tax Representations and to provide such tax documentation as may be reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares requested by Dealer and any person subject to aggregation with permit Dealer under such Section 13 and such rules to 7.5% or less or determine that results described in clauses (iiD) the quotient of (x) the product of (a) the Number of Options and (bE) the Option Entitlement divided by will not occur upon or after such transfer and assignment; and (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (iiG) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign all or any part of its rights or obligations under the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (andA) without Counterparty’s consent (but with prior written notice to Counterparty), for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount affiliate of Dealer (1) that has a long-term issuer rating that is payable equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent (provided that in connection with any assignment or transfer pursuant to clause (A)(1) hereof, a failure by Dealer to Counterparty give a prior written notice thereof shall not affect the validity of such transfer or assignment, and in connection with any assignment or transfer pursuant to this sentence as if Counterparty was clause (A)(2) hereof, the guarantee of any guarantor of the relevant transferee’s obligations under the Transaction shall constitute a Credit Support Document under the Agreement), or (B) with Counterparty’s consent (such consent not the Affected Partyto be unreasonably withheld or delayed). Notwithstanding , to any other provision third party financial institution that is a recognized dealer in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities market for U.S. corporate equity derivatives and that has a long-term issuer rating equal to or from Counterparty, better than the lesser of (1) the credit rating of Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to at the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis time of the Fair Value Variables in accordance with Section 8(stransfer or assignment and (2) of this Confirmation.A- by Standard and

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to paragraph 5(e) of this Confirmation, its registration obligations pursuant to paragraph 5(p) of this Confirmation, or its obligation to provide a Notice of Merger Consideration pursuant to paragraph 2 of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Code); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment except to the extent that the greater amount is due to a Merger Event. Change in Tax Law after the date of such transfer or assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Notwithstanding any provision of the Agreement to the contrary, Dealer may, without Counterparty’s consentsubject to applicable law, freely transfer or and assign all or any part of its rights or and obligations under the Transaction or the Agreement without the consent of Counterparty, (x) to any third party with of its affiliates and (y) solely to the extent required to eliminate an Excess Ownership Position as provided in the immediately succeeding sentence, to any affiliate and/or any other recognized dealer in transactions such as the Transaction, where in the case of both clauses (x) and (y), the assignee shall have a rating (or whose guarantor shall have a rating) for its long term, unsecured and unsubordinated indebtedness equal to of A- or better than A- by Standard and & Poor’s Rating Group, Inc. Ratings Services or its successor (“S&P”), or A3 or better by M▇▇▇▇▇’▇ Investor Investors Service, Inc. or its successor (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer, ; provided that an Event either (1) the transferee in any such Transfer is a “dealer in securities” within the meaning of DefaultSection 475(c)(1) of the Code or (2) the Transfer does not result in a deemed exchange by Counterparty within the meaning of Section 1001 of the Code provided further that Counterparty will not, Potential Event of Default or Termination Event will not occur as a result of such transfer and and/or assignment, be required under the Agreement or this Confirmation to (i) pay to the transferee or assignee an amount greater than the amount that it would have been required to pay to Dealer in the absence of such transfer or assignment or (ii) receive from the transferee or assignee an amount less than the amount that Counterparty would have received from Dealer in the absence of such transfer or assignment, in each case based on the circumstances in effect on the date of such transfer. Dealer shall provide Counterparty with written notice of any assignment. If at any time at which (1) the Equity Percentage exceeds 9.0% or (2) Dealer, Dealer Group (as defined below) or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under any relevant state corporate law or state or federal bank holding company or banking laws, or other federal, state or local laws, regulations, regulatory orders or organizational documents or contracts of Counterparty that are applicable to ownership of Shares (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to (x) the number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person or could result in an adverse effect on a Dealer Person, as determined by Dealer in its reasonable discretion, under Applicable Laws and with respect to which such requirements have not been met or the relevant approval has not been received minus (y) 1.0% of the number of Shares outstanding on the date of determination (either such condition described in clause (1) or (2), an “Excess Ownership Position”) and Dealer is unable, after Dealer’s commercially reasonable efforts, Dealer is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer it of all or a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 portion of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject Transaction pursuant to aggregation with Dealer under the preceding sentence such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or lessthat an Excess Ownership Position no longer exists, Dealer may designate any Exchange Business Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this the Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%an Excess Ownership Position no longer exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (ix) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the Terminated Portion, (iiy) Counterparty shall be the sole Affected Party with respect to such partial termination and (iiiz) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(jparagraph 5(n) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence sentence). The “Equity Percentage” as if Counterparty was not of any day is the Affected Partyfraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates subject to aggregation with Dealer, for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with Dealer (“Dealer Group”), beneficially own (within the meaning of Section 13 of the Exchange Act) on such day and (B) the denominator of which is the number of Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares Shares or other securities and otherwise to perform Dealer’s ’ obligations in respect of this the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.

Transfer or Assignment. Counterparty Neither party may not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer its rights and obligations in connection with a Share-for-Share Merger Event to the entity that has become the Issuer as a result of such a Merger Event. Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction without the prior written consent of the other party; provided that the Dealer may, subject to applicable law, freely transfer and assign all of its rights and obligations under the Transaction without the consent of Counterparty to any third party with a rating for its affiliate of the Dealer, so long term, unsecured and unsubordinated indebtedness equal to as the obligations of such transferee or better than A- assignee under the Transaction are guaranteed by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by M▇▇▇▇’▇▇ Investor Service▇▇▇▇▇▇▇, Inc. (“Moody’s”) orit being agreed that Counterparty shall not, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment to an affiliate of Dealer, be required under the Agreement or this Confirmation to (i) pay to the transferee or assignee an amount greater than the amount that it would have been required to pay to Dealer in the absence of such transfer or assignment or (ii) receive from the transferee or assignee an amount less than the amount that Counterparty would have received from Dealer in the absence of such transfer or assignment, in each case based on the circumstances in effect on the date of such transfer. If after Counterparty, in good faith and in its commercially reasonable judgment, has determined that Counterparty has bona fide concerns with the creditworthiness of Dealer or Dealer’s ability to perform its obligations hereunder (in each case, a “Credit Event”), then (i) Counterparty shall have the right to request in writing that Dealer transfer and assign all of its rights and obligations under this Transaction to a third party designated by Counterparty in such written request and (ii) Dealer, to the extent that such Credit Event is continuing, shall use commercially reasonable efforts, Dealer is unable efforts to effect such a transfer or and assignment on pricing terms reasonably acceptable to Dealer at the fair market value of this Transaction, provided that such transfer and within a time period reasonably acceptable assignment is contingent upon the payment by Counterparty to Dealer of a sufficient number transfer fee equal to the greater of: (A) an amount equal to the product of Options 4 basis points (0.04%), the then current Forward Price, and the then current Number of Shares; and (B) an amount equal to reduce the product of 25 basis points (i) 0.25%), the “beneficial ownership” (within then current Forward Price, the meaning then current Number of Section 13 of the Exchange Act Shares, and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (yI) the number of Counterparty’s outstanding Shares days from and including the date of such transfer and assignment to but excluding the Maturity Date, divided by (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (iiII) the Option Equity Percentage following such partial termination will be equal number of days from and including the Effective Date to approximately 14.5%. In but excluding the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party)Maturity Date. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares Shares or other securities and otherwise to perform Dealer’s obligations in respect of this the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose that are generally applicable in connection with similar situations and applied in a Sharenon-for-Share Merger Event discriminatory manner, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(b) hereof or any obligations under Section 10(o) or 10(t) hereof; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment except to the extent that the greater amount is due to a Merger Event. Change in Tax Law after the date of such transfer or assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may, (A) without Counterparty’s consent, transfer or assign (a “Transfer”) all or any part of its rights or obligations under the Transaction to any affiliate of Dealer (1) that has a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such Transfer, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) with Counterparty’s consent (which consent will not be unreasonably withheld) to any other third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than A- the lesser of (1) the credit rating of Dealer at the time of the Transfer and (2) BBB+ by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 Baa1 by M▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer, ; provided that an Event either (x) the transferee in any such Transfer is a “dealer in securities” within the meaning of Default, Potential Event Section 475(c)(1) of Default the Code or Termination Event will (y) the Transfer does not occur as result in a result deemed exchange by Counterparty within the meaning of Section 1001 of the Code; and provided further that Dealer shall provide prompt written notice to Counterparty following any such transfer and assignmentTransfer. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 7.5%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options such that (after giving effect to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer such transfer or assignment and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (iiresulting change in Dealer’s commercially reasonable Hedge Positions) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentageno Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (iafter giving effect to such transfer or assignment and any resulting change in Dealer’s commercially reasonable Hedge Positions) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 8(j10(m) hereof shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.The “

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose that are generally applicable in connection with similar situations (if any) and applied in a Sharenon-for-Share Merger Event discriminatory manner, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(b) or any obligations under Section 10(o) or 10(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in Section 7701(a)(30) of the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to applicable securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such a Merger Event. Dealer may, without Counterparty’s consent, transfer or assign all assignment, be required to pay the transferee or assignee on any part payment date an amount under Section 2(d)(i)(4) of its rights the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer or obligations assignment, nor receive from the transferee or assignee on any payment date an amount (after taking into account any amounts payable under Section 2(d)(i)(4) of the Transaction to Agreement as well as any third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to applicable withholding) that is less than the amount that Dealer would have received from Counterparty in the absence of such transfer or better than A- by Standard and Poor’s Rating Group, Inc. or its successor assignment; (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”E) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer or assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee or assignee to make such Payee Tax Representations and assignment. If to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after Dealer’s commercially reasonable efforts, Dealer is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce assignment; and (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (iiG) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may, (A) without Counterparty’s consent, transfer or assign (a “Transfer”) all or any part of its rights or obligations under the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount affiliate or branch of Dealer (1) that has a rating for its long term, unsecured and unsubordinated indebtedness that is payable equal to or better than Dealer’s credit rating at the time of such Transfer, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring generally for similar transactions, by Dealer or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubtultimate parent, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.or

Transfer or Assignment. (i) Either of Counterparty may not and Parent shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, neither Counterparty nor Parent shall be released from its notice and indemnification obligations pursuant to Section 9.(b) or any obligations under Section 9.(n) or 9.(s) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any reasonable and necessary documentation and delivery of reasonable and customary legal opinions with respect to securities laws and other matters by such third party and Counterparty or Parent, as are reasonably requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment and after giving effect thereto, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty or Parent in the absence of such transfer and assignment; (E) An Event of Default, Potential Event of Default or Termination Event with respect to Counterparty will not occur as a Merger Event. result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty and Parent shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer mayto permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Each of Counterparty and Parent shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may (A) without Counterparty’s or Parent’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any third party with affiliate of Dealer (1) that has a long-term issuer rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer, or (B) in consultation with Counterparty and/or Parent, and with Counterparty’s and/or Parent’s prior written consent (which consent not to be delayed or unreasonably withheld), transfer or assign all or any part of its rights or obligations under the Transaction to any other third party with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by M▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty Counterparty, Parent and Dealer, ; provided that an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment. If after Dealer’s commercially reasonable efforts, Dealer is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.that:

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(n) or 9(s) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended) (the “Revenue Code”); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are reasonably requested and reasonably satisfactory to Dealer; (D) Dealer will not (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Dealer provided in connection with a Share-for-Share Merger Event to the entity that has become the Issuer such transfer or assignment), as a result of such a Merger Event. transfer and assignment, (i) receive from the transferee or assignee on any payment or delivery date (after accounting for amounts paid by the transferee or assignee under Section 2(d)(i)(4) of the Agreement as well as any withholding or deduction of Tax from the payment or delivery) any payment or delivery less than an amount that Dealer maywould have been entitled to receive from Counterparty in the absence of such transfer or assignment or (ii) be required to pay the transferee on any payment date an amount (including, without Counterparty’s consentlimitation, under Section 2(d)(i)(4) of the Agreement) greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee or assignee to make such Payee Tax Representations and to provide a properly executed U.S. Internal Revenue Service (“IRS”) Form W-9 and any such other tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign (a “Transfer”) all or any part of its rights or obligations under the Transaction (A) without Counterparty’s consent, to any third party with affiliate of Dealer (1) that has a long-term issuer rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer or its ultimate parent generally for similar transactions, by Dealer or its ultimate parent (provided that in connection with any Transfer pursuant to clause (A)(2) hereof, the guarantee of any guarantor of the relevant transferee’s obligations under the Transaction shall constitute a Credit Support Document under the Agreement) or (B) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any third party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives and that has a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by M▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s▇▇▇▇▇’▇”) or, if either S&P or Moody’s ▇▇▇▇▇’▇ ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer; provided that, provided that in the case of any Transfer (I) such a Transfer shall not occur unless an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such Transfer; (II) at the time of such Transfer either (i) each of Dealer and the transferee in any such Transfer is a “dealer in securities” within the meaning of Section 475(c)(1) of the Revenue Code or (ii) the Transfer does not result in a deemed exchange by Counterparty within the meaning of Section 1001 of the Revenue Code; and (III) after any such Transfer (a) Counterparty will not (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Counterparty provided in connection with such transfer or assignment), as a result of any withholding or deduction made by the transferee or assignee as a result of any Tax, receive from the transferee or assignee on any payment date or delivery date (after accounting for amounts paid by the transferee or assignee under Section 2(d)(i)(4) of the Agreement as well as such withholding or deduction of Tax from the payment or delivery) an amount or a number of Shares, as applicable, lower than the amount or the number of Shares, as applicable, that Dealer would have been required to pay or deliver to Counterparty in the absence of such Transfer (except to the extent such lower amount or number results from a Change in Tax Law (as defined in the Agreement) after the date of such Transfer), and assignment(b) Dealer shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to make any necessary determinations pursuant to clause (III)(a) of this proviso; provided further that Dealer shall promptly provide written notice to Counterparty following such Transfer. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 7.5%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentagethat no Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.Early

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(n) or 9(s) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended) (the “Revenue Code”); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are reasonably requested and reasonably satisfactory to Dealer; (D) Dealer will not (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Dealer provided in connection with a Share-for-Share Merger Event to the entity that has become the Issuer such transfer or assignment), as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer or assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a Merger Event. result of such transfer or assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee or assignee to make such Payee Tax Representations and to provide a properly executed U.S. Internal Revenue Service Form W-9 and any such other tax documentation as may be reasonably requested by Dealer mayto permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer or assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, without Counterparty’s consentincluding reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign (a “Transfer”) all or any part of its rights or obligations under the Transaction (A) without Counterparty’s consent, to any third party with affiliate of Dealer (1) that has a long-term issuer rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer or its ultimate parent generally for similar transactions, by Dealer or its ultimate parent (provided that in connection with any Transfer pursuant to clause (A)(2) hereof, the guarantee of any guarantor of the relevant transferee’s obligations under the Transaction shall constitute a Credit Support Document under the Agreement) or (B) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any third party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives and that has a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer or assignment and (2) A- by Standard and Poor’s Rating Group, Inc. Financial Services LLC. or its successor (“S&P”), or A3 by M▇▇▇▇▇’▇ Investor Service, Inc. or its successor (“Moody’s▇▇▇▇▇’▇”) or, if either S&P or Moody’s ▇▇▇▇▇’▇ ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer; provided that, provided that in the case of any Transfer (I) such a Transfer shall not occur unless an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment. If after Dealer’s commercially reasonable efforts, Dealer is unable to effect Transfer; (II) at the time of such a transfer or assignment on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce Transfer either (i) each of Dealer and the transferee in any such Transfer is a “beneficial ownershipdealer in securities” (within the meaning of Section 13 475(c)(1) of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less Revenue Code or (ii) the quotient Transfer does not result in a deemed exchange by Counterparty within the meaning of Section 1001 of the Revenue Code; and (xIII) the product of after any such Transfer (a) the Number of Options and Counterparty will not (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (andincluding, for the avoidance of doubt, the provisions of Section 8(j) shall apply after giving effect to any amount that is payable by Dealer indemnity from the transferee or assignee to Counterparty pursuant to this sentence provided in connection with such transfer or assignment), as if Counterparty was not a result of any withholding or deduction made by the Affected Party). Notwithstanding transferee or assignee as a result of any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sellTax, receive from the transferee or assignee on any payment date or delivery date (after accounting for amounts paid by the transferee or assignee under Section 2(d)(i)(4) of the Agreement as well as such withholding or deduction) an amount or a number of Shares, as applicable, lower than the amount or the number of Shares, as applicable, that Dealer would have been required to pay or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty in the absence of such Transfer (except to the extent such lower amount or number results from a change in law after the date of any such performance. For Transfer), and (b) Dealer shall cause the avoidance of doubt, any payment made in accordance with this paragraph shall transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.reasonably requested by Counterparty to permit

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(m) or 9(r) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Under the applicable law effective on or as of the date of such transfer and assignment, (1) Dealer will not, as a result of such a Merger Event. transfer and assignment (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Dealer may, without Counterparty’s consent, provided in connection with such transfer or assign all assignment), be required to pay the transferee or assignee on any part payment date an amount under Section 2(d)(i)(4) of its rights the Agreement greater than the amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or obligations under assignment and (2) Dealer will not (including, for the Transaction avoidance of doubt, after giving effect to any third party indemnity from the transferee or assignee to Dealer provided in connection with a rating for its long term, unsecured and unsubordinated indebtedness equal to such transfer or better than A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”assignment), as a result of such transfer and assignment, receive from the transferee or A3 assignee on any payment date an amount (after taking into account amounts required to be paid by M▇▇▇▇’▇ Investor Servicethe transferee or assignee under Section 2(d)(i)(4) of the Agreement, Inc. as well as any amounts withheld) that is less than the amount that Dealer would have received from Counterparty in the absence of such transfer and assignment, except to the extent that the lesser amount is due to a Change in Tax Law after the date of such transfer or assignment; (“Moody’s”E) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign all or any part of its rights or obligations under the Transaction (A) without Counterparty’s consent, to any affiliate of Dealer (1) that has a long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any other third party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Financial Services LLC or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. (“▇▇▇▇▇’▇”) or, if either S&P or ▇▇▇▇▇’▇ ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer; provided that, in the case of any transfer or assignment described in clause (A) or (B) above, under the applicable law effective on or as of the date of such transfer or assignment, (i) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer or assignment, (ii) both Dealer and the transferee or assignee in any such transfer or assignment are a “dealer in securities” within the meaning of Section 475(c)(1) of the Code, or such transfer or assignment will not constitute a “deemed exchange” by Counterparty within the meaning of Section 1001 of the Code and (iii)(1) Counterparty will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or assignment and (2) Counterparty will not, as a result of such transfer or assignment, receive from the transferee or assignee on any payment date an amount of cash or shares (after taking into account amounts required to be paid or delivered by the transferee or assignee under Section 2(d)(i)(4) of the Agreement, as well as any withholding) that is less than the amount that Counterparty would have received from Dealer in the absence of such transfer or assignment, except to the extent that the lesser amount is due to a Change in Tax Law after the date of such transfer or assignment. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 9.5%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentagethat no Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 8(j9(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) with respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section ‎9(b) or any obligations under Section ‎9(m) or ‎9(r) of this Confirmation; (B) any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable Canadian and United States securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable Canadian and United States securities laws) and execution of any documentation and delivery of legal opinions with respect to applicable Canadian and United States securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) under the applicable law effective on or as of the date of such transfer and assignment, (1) Dealer will not, as a result of such a Merger Event. transfer and assignment (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Dealer may, without Counterparty’s consent, provided in connection with such transfer or assign all assignment), be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or any part assignment and (2) Dealer shall be entitled to a payment (including, for the avoidance of its rights or obligations under the Transaction doubt, after giving effect to any third party indemnity from the transferee or assignee to Dealer provided in connection with a rating for its long term, unsecured and unsubordinated indebtedness equal to such transfer or better than A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”assignment), on any payment date, that is not less than the payment Dealer would have received in the absence of such transfer and/or assignment on account of any deduction or A3 by M▇▇▇▇’▇ Investor Servicewithholding for or on account of any Tax (as defined in the Agreement), Inc. except to the extent such deduction or withholding is due to a Change in Tax Law after the date of such transfer or assignment; (“Moody’s”E) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign all or any part of its rights or obligations under the Transaction (A) without Counterparty’s consent, to any affiliate of Dealer (1) that has a long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any other third party with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Financial Services LLC or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. or its successor (“▇▇▇▇▇’▇”) or, if either S&P or ▇▇▇▇▇’▇ ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer; provided that, in the case of any transfer or assignment described in clause (A) or (B) above, under the applicable law effective on or as of the date of such transfer or assignment, (i) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer or assignment, (ii) such transfer or assignment would not result in a taxable exchange from Counterparty’s perspective for U.S. federal income tax purposes, (iii)(1) Counterparty will not, as a result of such transfer or assignment (including, for the avoidance of doubt, after giving effect to any indemnity to Counterparty provided in connection with such transfer or assignment), be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or assignment and (2) Counterparty shall be entitled to a payment (including, for the avoidance of doubt, after giving effect to any indemnity to Counterparty provided in connection with such transfer or assignment), on any payment date, that is not less than the payment Counterparty would have received in the absence of such transfer and/or assignment on account of any deduction or withholding for or on account of any Tax (as defined in the Agreement), except to the extent such deduction or withholding is due to a Change in Tax Law after the date of such transfer or assignment. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 13 Percentage exceeds 9.0%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentagethat no Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 8(j9(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding The “Section 13 Percentage” as of any other provision in this Confirmation to day is the contrary requiring or allowing fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate and any of its affiliates or any other person subject to purchaseaggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, sellor any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), receive without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act applies with respect to the Shares and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Option Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction sold by Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or deliver any such shares person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations (except for any filing requirements on Form 13F, Schedule 13D or Schedule 13G under the Exchange Act, in each case, as in effect on the Trade Date) or other securities and otherwise to perform Dealer’s obligations requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in respect an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of this Transaction and any such designee may assume such obligationsthe number of Shares outstanding. Dealer shall cause the transferee or assignee to make the Payee Tax Representations and to provide such tax documentation as may be discharged of its obligations to reasonably requested by Counterparty to permit Counterparty to determine that the extent of any such performance. For the avoidance of doubtresults described in (ii), any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s(iii)(1) and (iii)(2) of this Confirmationparagraph will not occur upon or after the transfer and assignment.

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(m) or 9(r) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Under the applicable law effective on or as of the date of such transfer and assignment, (1) Dealer will not, as a result of such a Merger Event. transfer and assignment (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Dealer may, without Counterparty’s consent, provided in connection with such transfer or assign all assignment), be required to pay the transferee or assignee on any part payment date an amount under Section 2(d)(i)(4) of its rights the Agreement greater than the amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or obligations under assignment and (2) Dealer will not (including, for the Transaction avoidance of doubt, after giving effect to any third party indemnity from the transferee or assignee to Dealer provided in connection with a rating for its long term, unsecured and unsubordinated indebtedness equal to such transfer or better than A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”assignment), as a result of such transfer and assignment, receive from the transferee or A3 assignee on any payment date an amount (after taking into account amounts required to be paid by M▇▇▇▇’▇ Investor Servicethe transferee or assignee under Section 2(d)(i)(4) of the Agreement, Inc. as well as any amounts withheld) that is less than the amount that Dealer would have received from Counterparty in the absence of such transfer and assignment, except to the extent that the lesser amount is due to a Change in Tax Law after the date of such transfer or assignment; (“Moody’s”E) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment. If ; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign all or any part of its rights or obligations under the Transaction (A) without Counterparty’s consent, to any affiliate or branch of Dealer (1) that has a long-term issuer rating that is equal to or better than Dealer’s commercially reasonable effortscredit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any other third party financial institution that is unable a recognized dealer in the market for U.S. corporate equity derivatives with a long-term issuer rating equal to effect or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Financial Services LLC or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. (“▇▇▇▇▇’▇”) or, if either S&P or ▇▇▇▇▇’▇ ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer; provided that, in the case of any transfer or assignment described in clause (A) or (B) above, under the applicable law effective on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer or as of a sufficient number the date of Options to reduce such transfer or assignment, (i) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer or assignment, (ii) both Dealer and the transferee or assignee in any such transfer or assignment are a “beneficial ownershipdealer in securities” (within the meaning of Section 13 475(c)(1) of the Exchange Act and rules promulgated thereunder) Code, or such transfer or assignment will not constitute a “deemed exchange” by Counterparty within the meaning of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) 1001 of the quotient of (x) the product of (a) the Number of Options Code and (biii)(1) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed Counterparty will not, as a percentageresult of such transfer or assignment, be required to pay the “Option Equity Percentage”transferee or assignee on any payment date an amount under Section 2(d)(i)(4) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to greater than the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Counterparty would have been required to pay to Dealer to Counterparty pursuant to this sentence as if Counterparty was not in the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring absence of such transfer or allowing Dealer to purchaseassignment, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty except to the extent that the greater amount is due to a Change in Tax Law after the date of any such performance. For transfer or assignment and (2) Counterparty will not, as a result of such transfer or assignment, receive from the avoidance of doubt, transferee or assignee on any payment made in accordance with this paragraph shall date an amount of cash or shares (after taking into account amounts required to be determined solely on paid or delivered by the basis transferee or assignee under Section 2(d)(i)(4) of the Fair Value Variables Agreement, as well as any withholding) that is less than the amount that Counterparty would have received from Dealer in accordance with the absence of such transfer or assignment, except to the extent that the lesser amount is due to a Change in Tax Law after the date of such transfer or assignment. If at any time at which (A) the Section 8(s16 Percentage exceeds 8.5%, (B) of this Confirmation.the Option

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: 14 Insert the number of Shares outstanding that has become would cause Dealer’s current position in the Issuer Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty, subject to any unwind thereof) to increase by 0.5%. To be based on Dealer with highest applicable percentage. 15 Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty, subject to any unwind thereof) to increase by a further 0.5% from the threshold for the first Repurchase Notice. To be based on Dealer with highest applicable percentage. (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section ‎9(b) or any obligations under Section ‎9(o) or ‎9(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended) (the “Code”); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a Merger Event. result of such transfer and assignment; (F) Without limiting the generality of clause ‎(B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses ‎(D) and ‎(E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction (A) to any third party with affiliate of Dealer (1) that has a long-term issuer rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent (provided that in connection with any transfer pursuant to this clause (A)(2), the guarantee of any guarantor of the relevant transferee’s obligations under the Transaction shall constitute a Credit Support Document and such guarantor shall be a Credit Support Provider in relation to such transferee under the Agreement), or (B) to any other third party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives and that has a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by M▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s▇▇▇▇▇’▇”) or, if either S&P or Moody’s ▇▇▇▇▇’▇ ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer, ; provided that an Event either (1) the transferee or assignee is a “dealer in securities” within the meaning of DefaultSection 475(c)(1) of the Code or (2) the transfer or assignment does not result in a deemed exchange by Counterparty within the meaning of Section 1001 of the Code. After such transfer or assignment, Potential Event of Default or Termination Event (1) Counterparty will not occur not, as a result of such transfer or assignment, receive from the transferee or assignee an amount less than the amount that Counterparty would have received from Dealer in the absence of such transfer or assignment (and, for the avoidance of doubt, as a condition to any transfer or assignment contemplated by this paragraph, such transferee or assignee shall agree to pay such additional amounts, if any, as necessary to result in Counterparty’s receiving the amount that Counterparty would have received from Dealer in the absence of such transfer or assignment), except to the extent resulting from a Change in Law occurring after the date of the transfer and/or assignment and assignment(2) Dealer shall cause any transferee or assignee to make such Payee Tax Representations to make any necessary determination pursuant to clause (1) of this sentence. If at any time at which (A) the Section 16 Percentage exceeds 7.5%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer, acting in good faith, is unable after Dealer’s using its commercially reasonable efforts, Dealer is unable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentagethat no Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 8(j‎9(m) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding The “Section 16 Percentage” as of any other provision in this Confirmation to day is the contrary requiring or allowing fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate and any of its affiliates or any other person subject to purchaseaggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, sellor any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), receive or deliver without duplication, on such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Option Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction sold by Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such performanceperson, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. For The “Applicable Share Limit” means a number of Shares equal to (A) the avoidance minimum number of doubtShares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person (except for any filing requirements on Form 13F, any payment made Schedule 13D or Schedule 13G under the Exchange Act, in accordance with this paragraph shall be determined solely each case, as in effect on the basis Trade Date), or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the Fair Value Variables in accordance with Section 8(s) number of this ConfirmationShares outstanding.

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose that are generally applicable in connection with similar situations and applied in a Sharenon-for-Share Merger Event discriminatory manner, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(b) hereof or any obligations under Section ‎10(o) or‎ 10(t) hereof; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer or assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer or assignment except to the extent that the greater amount is due to a Merger Event. Change in Tax Law after the date of such transfer or assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer or assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer or assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may, (A) without Counterparty’s consent, transfer or assign (a “Transfer”) all or any part of its rights or obligations under the Transaction to any affiliate of Dealer (1) that has a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such Transfer, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) with Counterparty’s consent (which consent will not be unreasonably withheld) to any other third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than A- the lesser of (1) the credit rating of Dealer at the time of the Transfer and (2) BBB+ by Standard and Poor’s Rating Group, Inc. Financial Services LLC or its successor (“S&P”), or A3 Baa1 by M▇▇▇▇▇’▇ Investor Service, Inc. or its successor (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer, ; provided that an Event either (x) each of Default, Potential Event Dealer and the transferee in any such Transfer is a “dealer in securities” within the meaning of Default Section 475(c)(1) of the Code or Termination Event will (y) the Transfer does not occur as result in a result deemed exchange by Counterparty within the meaning of Section 1001 of the Code; and provided further that Dealer shall provide prompt written notice to Counterparty following any such transfer and assignmentTransfer. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 7.5%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options such that (after giving effect to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer such transfer or assignment and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (iiresulting change in Dealer’s commercially reasonable Hedge Positions) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentageno Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (iafter giving effect to such transfer or assignment and any resulting change in Dealer’s commercially reasonable Hedge Positions) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.with

Transfer or Assignment. Counterparty may Buyer has no right to assign, sell or transfer Buyer’s interest in this Agreement without Seller's written consent, which shall not transfer any of its rights or obligations under this Transaction without be unreasonably withheld and/or delayed. Without requiring the prior written consent of DealerSeller, except provided that Counterparty mayall 21 Units are assigned simultaneously to a single assignee in single assignment of purchase agreement, without the prior written consent Buyer shall be permitted to assign all of Dealer, transfer its rights and obligations under the Agreement and all of its interest in connection with the Units once to any single immediate family member, any single trust for the benefit of Buyer and/or its immediate family members and/or any single corporation, partnership or other single entity which is beneficially owned by Buyer (or its immediate family members), or any single entity under the common control of the Buyer, provided only that the assignee assumes in writing, for the benefit of Seller, all of Buyer’s duties and obligations under the Agreement and said assumption is delivered to Seller promptly following said assignment and in no event less than three (3) days prior to closing. For clarification, the Buyer has no right to assign some or a Share-for-Share Merger Event to portion of the entity that has become Units. Notwithstanding the Issuer as a result foregoing, said assignment shall not release Buyer from any of such a Merger Eventits obligations under this Agreement. Dealer may, without Counterparty’s consentSeller may freely assign, transfer or assign sell any or all of Seller's rights and obligations under this Agreement. If Seller decides to sell all or any part of its rights the Condominium, Seller may assign or obligations under the Transaction to any third party with a rating for its long term, unsecured transfer Seller's interest in this Agreement and unsubordinated indebtedness equal to or better than A- by Standard and PoorBuyer’s Rating Group, Inc. or its successor (“S&P”), or A3 by M▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an Event of Default, Potential Event of Default or Termination Event consent will not occur as a result of such transfer and assignmentbe required. If after Dealer’s commercially reasonable effortsNotwithstanding the foregoing, Dealer is unable to effect such a transfer said sale or assignment on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) shall not release the “beneficial ownership” (within named Seller from any duties, obligations or responsibilities under this Agreement or the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this ConfirmationCondominium Documents.

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(b) or any obligations under Section 10(o) or 10(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested by, and reasonably satisfactory to, Dealer; (1) Dealer will not, as a result of such transfer or assignment, be required to pay the transferee (or deliver to the transferee) on any payment date or delivery date an amount or number of Shares, as applicable, under Section 2(d)(i)(4) of the Agreement greater than the amount or number of Shares, as applicable, that Dealer would have been required to pay (or deliver, as the case may be) to Counterparty in the absence of such transfer or assignment, and (2) Dealer will not, as a Merger Event. result of such transfer and assignment, receive from the transferee on any payment date (after accounting for amounts paid by the transferee or assignee under Section 2(d)(i)(4) of the Agreement as well as any withholding or deduction of Tax from the payment) an amount that is less than the amount that Dealer maywould have received from Counterparty in the absence of such transfer and assignment; (E) An Event of Default, without Counterparty’s consentPotential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may transfer or assign all or any part of its rights or obligations under the Transaction (A) without Counterparty’s consent (but with prior written notice to Counterparty), to any third party with affiliate of Dealer (1) that has a long-term issuer rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent (provided that in connection with any assignment or transfer pursuant to clause (A)(1) hereof, a failure by Dealer to give a prior written notice thereof shall not affect the validity of such transfer or assignment, and in connection with any assignment or transfer pursuant to clause (A)(2) hereof, the guarantee of any guarantor of the relevant transferee’s obligations under the Transaction shall constitute a Credit Support Document under the Agreement), or (B) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any other third party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives and that has a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer or assignment and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by M▇▇▇▇▇’▇ Investor Service, Inc. or its successor (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer; provided that, provided that in the case of any transfer or assignment described in clause (A) or (B) above, (I) such a transfer or assignment shall not occur unless an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (II) at the time of such transfer or assignment either (i) each Dealer and the transferee in any such transfer or assignment is a “dealer in securities” within the meaning of Section 475(c)(1) of the Code or (ii) the transfer or assignment does not result in a deemed exchange by Counterparty within the meaning of Section 1001 of the Code; and (III) after any such transfer or assignment (a) Counterparty will not, as a result of such transfer or assignment, receive from the transferee or assignee on any payment date or delivery date (after accounting for amounts paid by the transferee or assignee under Section 2(d)(i)(4) of the Agreement as well as any withholding or deduction of Tax from the payment or delivery) an amount or a number of Shares, as applicable, lower than the amount or the number of Shares, as applicable, that Dealer would have been required to pay or deliver to Counterparty in the absence of such transfer or assignment, (b) Counterparty will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, and (c) Dealer shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to make any necessary determinations pursuant to clauses (III)(a) and (b) of this proviso. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 8.5%, (B) the Option Equity Percentage exceeds 15.0%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options such that (after giving effect to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer such transfer or assignment and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (iiresulting change in Dealer’s commercially reasonable Hedge Positions) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentageno Excess Ownership Position exists, the “Option Equity Percentage”) to 14.5% or less, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of this Transaction), such that (iafter giving effect to such transfer or assignment and any resulting change in Dealer’s commercially reasonable Hedge Positions) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination termination, (3) the Terminated Portion were the sole Affected Transaction and (iii4) such Transaction shall be Dealer were the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply party entitled to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.an Early Termination Date

Transfer or Assignment. (i) Counterparty may not shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(n) or 9(s) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended (the “Code”)); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; 17 Include if dealer is a party to existing bond hedge transactions. (D) Dealer will not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment except to the extent that the greater amount is due to a Merger Event. Change in Tax Law after the date of such transfer or assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may, without Counterparty’s consent, transfer or assign (a “Transfer”) all or any part of its rights or obligations under the Transaction (A) to any affiliate of Dealer (1) that has a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such Transfer, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or [Name of Dealer parent], or (B) to any other third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than A- the lesser of (1) the credit rating of Dealer at the time of the Transfer and (2) BBB+ by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 Baa 1 by M▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty and Dealer, ; provided that an Event (x) the transferee in any such Transfer is a “dealer in securities” within the meaning of DefaultSection 475(c)(1) of the Code or the Transfer does not result in a deemed exchange by Counterparty within the meaning of Section 1001 of the Code, Potential Event of Default or Termination Event (y) after any such Transfer, Counterparty will not occur (or Dealer will cause the transferee or assignee to agree that Counterparty will not), as a result of any withholding or deduction made by the transferee or assignee as a result of any Tax, receive from the transferee or assignee on any payment date or delivery date (after accounting for amounts paid by the transferee or assignee under Section 2(d)(i)(4) of the Agreement as well as such transfer withholding or deduction) an amount or a number of Shares, as applicable, lower than the amount or the number of Shares, as applicable, that Dealer would have been required to pay or deliver to Counterparty in the absence of such Transfer (except to the extent such lower amount or number results from a Change in Tax Law after the date of such Transfer) and assignment(z) Dealer shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may reasonably be requested by Counterparty to permit Counterparty to make any necessary determinations pursuant to clause (y) of this proviso; and provided further that Dealer shall promptly provide written notice to Counterparty following any such Transfer. If after Dealer’s commercially reasonable effortsat any time at which (A) the Section 16 Percentage exceeds 7.5%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect after giving effect to such partial termination transfer or assignment and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision resulting change in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.commercially reasonable Hedge

Transfer or Assignment. (i) Either of Counterparty may not and Parent shall have the right to transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer assign its rights and obligations in connection hereunder with a Share-for-Share Merger Event respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the entity following conditions: (A) With respect to any Transfer Options, neither Counterparty nor Parent shall be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(n) or 9(s) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that has become is a United States person (as defined in the Issuer Internal Revenue Code of 1986, as amended); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any reasonable and necessary documentation and delivery of reasonable and customary legal opinions with respect to securities laws and other matters by such third party and Counterparty or Parent, as are reasonably requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment and after giving effect thereto, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty or Parent in the absence of such transfer and assignment; (E) An Event of Default, Potential Event of Default or Termination Event with respect to Counterparty will not occur as a Merger Event. result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty and Parent shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer mayto permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Each of Counterparty and Parent shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (ii) Dealer may (A) without Counterparty’s or Parent’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any third party with affiliate of Dealer (1) that has a long-term issuer rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer, or (B) in consultation with Counterparty and/or Parent, and with Counterparty’s and/or Parent’s prior written consent (which consent not to be delayed or unreasonably withheld), transfer or assign all or any part of its rights or obligations under the Transaction to any other third party with a long-term issuer rating equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by M▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency rating mutually agreed by Counterparty Counterparty, Parent and Dealer, ; provided that an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment. If after Dealer’s commercially reasonable efforts, Dealer is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such Section 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. For the avoidance of doubt, any payment made in accordance with this paragraph shall be determined solely on the basis of the Fair Value Variables in accordance with Section 8(s) of this Confirmation.that: