Common use of Additional Adjustment Clause in Contracts

Additional Adjustment. If, in Party A’s sole judgment, the actual cost to Party A directly or indirectly paid to any third party lender of Shares, over any one month period, for borrowing a number of Shares equal to the Base Amount to hedge its exposure to the Transaction exceeds a weighted average rate equal to 50 basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which such cost exceeded a weighted average rate equal to 50 basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to the Forward Price and, upon the request of Party B, Party A shall provide an itemized list of its stock loan costs for the applicable one month period. Account Details: Payments to Party B: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Delivery of Shares to Party A: To be advised.

Additional Adjustment. If, in Party A’s sole judgment, the actual cost to Party A directly or indirectly paid to any third party lender of Shares, over any one month period, for of borrowing a number of Shares equal to the Base Amount to hedge its exposure to the Transaction exceeds a weighted average rate equal to 50 35 basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which such cost exceeded a weighted average rate equal to 50 35 basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to the Forward Price and, upon the request of Party B, Party A shall provide an itemized list of its stock loan costs for the applicable one month period. Account Details: Payments to Party B: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Delivery of Shares to Party A: To be advised.

Additional Adjustment. If, in Party A’s 's sole judgment, the actual cost to Party A directly or indirectly paid to any third party lender of Shares, over any one month period, for of borrowing a number of Shares equal to the Base Amount to hedge its exposure to the Transaction exceeds a weighted average rate equal to 50 35 basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which such cost exceeded a weighted average rate equal to 50 35 basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to the Forward Price and, upon the request of Party B, Party A shall provide an itemized list of its stock loan costs for the applicable one month period. Account Details: Payments to Party B: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Delivery of Shares to Party A: To be advised.

Additional Adjustment. If, in Party A’s sole judgment, the actual cost to Party A directly or indirectly paid to any third party lender of Shares, over any one month period, for of borrowing a number of Shares equal to the Base Amount to hedge its exposure to the Transaction exceeds a weighted average rate equal to 50 35 basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which such cost exceeded a weighted average rate equal to 50 35 basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to the Forward Price and, upon the request of Party B, Party A shall provide an itemized list of its stock loan costs for the applicable one month period. Account Details: Payments to Party B: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Delivery of Shares to Party A: To be advised.

Additional Adjustment. If, in Party A’s sole judgment, the actual cost to Party A directly or indirectly paid to any third third-party lender of Shares, over any one month period, for of borrowing a number of Shares equal to the Base Amount to hedge its exposure to the Transaction exceeds exceeded a weighted average rate equal to 50 ___ basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which such cost exceeded a weighted average rate equal to 50 ___ basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to the Forward Price and, upon the request of Party B, Party A shall provide an itemized list of its stock loan costs for the applicable one month period. Account Details: Payments to Party B: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Delivery of Shares to Party A: To be advised.

Additional Adjustment. If, in Party A’s 's sole judgment, the actual cost to Party A directly or indirectly paid to any third party lender of Shares, over any one month period, for of borrowing a number of Shares equal to the Base Amount to hedge its exposure to the Transaction exceeds exceeded a weighted average rate equal to 50 basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which such cost exceeded a weighted average rate equal to 50 basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to the Forward Price and, upon the request of Party B, Party A shall provide an itemized list of its stock loan costs for the applicable one month period. Account Details: Payments to Party B: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Delivery of Shares to Party A: To be advised.

Additional Adjustment. If, in Party A’s sole judgment, the actual cost to Party A directly or indirectly paid to any third third-party lender of Shares, over any one month period, for of borrowing a number of Shares equal to the Base Amount to hedge its exposure to the Transaction exceeds exceeded a weighted average rate equal to 50 basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which such cost exceeded a weighted average rate equal to 50 basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to the Forward Price and, upon the request of Party B, Party A shall provide an itemized list of its stock loan costs for the applicable one month period. Account Details: Payments to Party B: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Delivery of Shares to Party A: To be advised.

Additional Adjustment. If, in Party A’s sole judgment, the actual cost to Party A directly or indirectly paid to any third party lender of Shares, over any one month period, for of borrowing a number of Shares equal to the Base Amount to hedge its exposure to the Transaction exceeds exceeded a weighted average rate equal to 50 ___ basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which such cost exceeded a weighted average rate equal to 50 ___ basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to the Forward Price and, upon the request of Party B, Party A shall provide an itemized list of its stock loan costs for the applicable one month period. Account Details: Payments to Party B: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Delivery of Shares to Party A: To be advised.

Additional Adjustment. If, in Party A’s 's sole judgment, the actual cost to Party A directly or indirectly paid to any third party lender of Shares, over any one month period, for of borrowing a number of Shares equal to the Base Amount to hedge its exposure to the Transaction exceeds exceeded a weighted average rate equal to 50 ___ basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which such cost exceeded a weighted average rate equal to 50 ___ basis points per annum during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to the Forward Price and, upon the request of Party B, Party A shall provide an itemized list of its stock loan costs for the applicable one month period. Account Details: Payments to Party B: To be advised under separate cover or telephone confirmed prior to each Settlement Date. Delivery of Shares to Party A: To be advised.