VWAP. In respect of any Exchange Business Day that is not a Disrupted Day, the volume-weighted average price at which the Shares trade as reported in the composite transactions for the Exchange on such Exchange Business Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades on the Exchange on such Exchange Business Day, (iii) trades that occur in the last ten (10) minutes before the scheduled close of trading on the Exchange on such Exchange Business Day and ten (10) minutes before the scheduled close of the primary trading session in the market where the trade is effected, and (iv) trades on such Exchange Business Day that do not satisfy the requirements of Rule 10b-18(b)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as determined in good faith by the Calculation Agent (such trades in the Shares on such Exchange Business Day, excluding any such excluded trades, the “Rule 10b-18 Eligible Transactions” for such Exchange Business Day). Counterparty acknowledges that the Calculation Agent may refer to the Bloomberg Page “DDR.N <Equity> AQR SEC” (or any successor thereto), in its discretion, for such Exchange Business Day to determine the 10b-18 VWAP.
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