Common use of Additional Disruption Events Clause in Contracts

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position”, (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)” and (iv) adding the words “provided that, in the case of clause (Y) hereof and any law, regulation or interpretation, the consequence of such law, regulation or interpretation is applied equally by Dealer to all of its similarly situated counterparties and/or similar transactions, if any;” after the semi-colon in the last line thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Increased Cost of Hedging: Not Applicable Hedging Party: For all applicable Additional Disruption Events, Dealer. Following any determination by the Hedging Party hereunder and a written request by Counterparty, the Hedging Party shall provide to Counterparty by e-mail to the e-mail address provided by Counterparty a written explanation and report (in a commonly used file format for the storage and manipulation of financial data) describing in reasonable detail any determination made by it (including, as applicable, any quotations, market data, information from internal sources used in making such determinations, descriptions of the methodology and any assumptions and basis used in making for such determination), it being understood that the Hedging Party shall not be obligated to disclose any proprietary or confidential models or proprietary or confidential data or information used by it for such determination or any information that is subject to an obligation not to disclose such information (so long as such obligation is not entered into in contemplation of this Agreement).

Additional Disruption Events. Change in Law: Applicable; provided that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position”, (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness adoption or promulgation of new regulations authorized or mandated by existing statute)” and (iv) adding the words “provided that, in the case of clause (Y) hereof and any law, regulation or interpretation, the consequence of such law, regulation or interpretation is applied equally by Dealer to all of its similarly situated counterparties and/or similar transactions, if any;” after the semi-colon in the last line thereof”. Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable; provided that Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Applicable Increased Cost of Hedging: Not Applicable Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: 100 bps Increased Cost of Stock Borrow: Applicable Initial Stock Loan Rate: 25 bps Determining Party: For all applicable events, MSCO Hedging Party: For all applicable events, MSCO Additional Disruption Events, Dealer. Following any determination Termination Event(s): The declaration by the Hedging Party hereunder and a written request by CounterpartyIssuer of any Extraordinary Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period, will constitute an Additional Termination Event, with Counterparty as the sole Affected Party and all Transactions hereunder as the Affected Transactions. Non-Reliance: Applicable Agreements and Acknowledgements Regarding Hedging Party shall provide to Counterparty by e-mail to the e-mail address provided by Counterparty a written explanation and report (in a commonly used file format for the storage and manipulation of financial data) describing in reasonable detail any determination made by it (including, as applicable, any quotations, market data, information from internal sources used in making such determinations, descriptions of the methodology and any assumptions and basis used in making for such determination), it being understood that the Hedging Party shall not be obligated to disclose any proprietary or confidential models or proprietary or confidential data or information used by it for such determination or any information that is subject to an obligation not to disclose such information (so long as such obligation is not entered into in contemplation of this Agreement).Activities: Applicable Additional Acknowledgments: Applicable

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position”, ” and (iii) replacing the parenthetical beginning after by immediately following the word “regulationTransaction” in clause (X) thereof, adding the second line thereof phrase “in the words “(includingmanner contemplated by Dealer on the Trade Date”. The parties agree that, for the avoidance of doubt and without limitationdoubt, (xfor purposes of Section 12.9(a)(ii) of the Equity Definitions, “any tax applicable law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)regulation” and for purposes of Section 5(b)(i) of the Agreement, “any applicable law”, shall include the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act of 2010, any rules and regulations promulgated thereunder and any similar law or regulation (ivcollectively, the “Wall Street Act”), and the consequences specified in Section 12.9(b)(i) adding of the words “provided thatEquity Definitions shall apply to any Change in Law or Illegality, in as the case may be, arising from any such act, rule or regulation. The foregoing constitutes a specific reservation for purposes of clause (Y) hereof and any law, regulation or interpretation, the consequence of such law, regulation or interpretation is applied equally by Dealer to all of its similarly situated counterparties and/or similar transactions, if any;” after the semi-colon in the last line thereofWall Street Act. Failure to Deliver: Applicable Hedging DisruptionNot Applicable. Insolvency Filing: Applicable; provided that the definition of “Insolvency Filing” in Section 12.9(b)(iii) 12.9 of the Equity Definitions is hereby shall be amended by inserting in deleting the third line thereof, after the words clause “provided that proceedings instituted or petitions presented by creditors and not consented to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Increased Cost of Hedging: Not Applicable Hedging Party: For all applicable Additional Disruption Events, Dealer. Following any determination by the Hedging Party hereunder and a written request by Counterparty, the Hedging Party shall provide to Counterparty by e-mail to the e-mail address provided by Counterparty a written explanation and report (in a commonly used file format for the storage and manipulation of financial data) describing in reasonable detail any determination made by it (including, as applicable, any quotations, market data, information from internal sources used in making such determinations, descriptions of the methodology and any assumptions and basis used in making for such determination), it being understood that the Hedging Party Issuer shall not be obligated to disclose any proprietary deemed an Insolvency Filing” at the end of such definition and replacing it with the following: “; or confidential models it has instituted against it a proceeding seeking a judgment of insolvency or proprietary or confidential data or information used by it for such determination bankruptcy or any information that other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is subject to an obligation not to disclose presented for its winding-up or liquidation by a creditor and such information (so long as such obligation proceeding is not entered into dismissed, discharged, stayed or restrained in contemplation each case within fifteen (15) days of this Agreement)the institution or presentation thereof.”

Additional Disruption Events. Change in Law: Applicable; provided that (i) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, of the formal or informal interpretation”, (ii) replacing Dealer shall not exercise its rights under Section 12.9(b)(i) of the word “Shares” where it appears Equity Definitions with respect to a Change in Law referred to in clause (XY) thereof of Section 12.9(a)(ii) of the Equity Definitions except to the extent it is exercising its right to terminate transactions as a result of a “Change in Law” event with the words “Hedge Position”respect to other similarly situated customers, and (iii) replacing Dealer shall not exercise its rights under Section 12.9(b)(i) of the parenthetical beginning after Equity Definitions or under Paragraph 6(b) hereof with respect to a Change in Law without giving Counterparty prior written notice of the word “regulation” same and a reasonable opportunity to cause a transfer and assignment of Dealer’s rights and obligations in respect of this Transaction to another dealer for which the second line thereof relevant circumstances do not exist, and Dealer agrees to consummate such a transfer and assignment at Counterparty’s request, provided that any such transfer and assignment shall be at the words “fair market value of this Transaction and shall be contingent upon the payment by Counterparty to Dealer of a transfer fee equal to the product of 25 basis points (including0.25%), the then current Forward Price and the then current Number of Shares. The parties agree that, for the avoidance of doubt and without limitationdoubt, (xfor purposes of Section 12.9(a)(ii) of the Equity Definitions, “any tax applicable law or (y) adoptionregulation” shall include the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, effectiveness or promulgation of new any rules and regulations authorized or mandated by existing statute)” and (iv) adding the words “provided that, in the case of clause (Y) hereof promulgated thereunder and any law, similar law or regulation or interpretation(collectively, the consequence “Wall Street Act”), and the consequences specified in Section 12.9(b)(i) of the Equity Definitions shall apply to any Change in Law arising from any such lawact, regulation rule or interpretation is applied equally by Dealer to all of its similarly situated counterparties and/or similar transactionsregulation. The parties hereby agree that any additional capital charges or other regulatory capital requirements imposed in connection with the Wall Street Act, if any;applicable to this Transaction, may constitute “a materially increased cost in performing its obligations under such Transaction” after for purposes of Section 12.9(a)(ii)(Y) of the semi-colon in the last line thereofEquity Definitions. Failure to Deliver: Not Applicable Hedging DisruptionInsolvency Filing: Applicable; provided that . Section 12.9(b)(iii12.9(b)(i) of the Equity Definitions is hereby amended by inserting in adding the third line thereof, after following sentence at the words end: “If neither party elects to terminate the Transaction”, the words “or a portion Calculation Agent may adjust the terms of the Transaction affected by upon the occurrence of such an event pursuant to Modified Calculation Agent Adjustment (as if such event were a Tender Offer).” Hedging Disruption”. : Not Applicable Increased Cost of Hedging: Not Applicable Loss of Stock Borrow: As set forth under “Acceleration Events - Stock Borrow Event” below. Borrow Cost: The cost to borrow the relevant Shares that would be incurred by a third party market participant borrowing such Shares, as determined by the Calculation Agent on the relevant date of determination. Such costs shall include (a) the spread below FED-FUNDS that would be earned on collateral posted in connection with such borrowed Shares, net of any costs or fees, and (b) any stock loan borrow fee that would be payable for such Shares, expressed as fixed rate per annum. Increased Cost of Stock Borrow: Applicable; provided that (a) Section 12.9(a)(viii) of the Equity Definitions shall be amended by deleting “rate to borrow Shares” and replacing it with “Borrow Cost” and (b) Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) adding the word “or” immediately before the phrase “(B)”, (ii) deleting subsection (C) in its entirety, (iii) replacing “either party” in the penultimate sentence with “the Hedging Party: For all applicable Additional Disruption Events”, Dealer. Following any determination by and (iv) replacing the Hedging Party hereunder word “rate” in clauses (X) and a written request by Counterparty, the Hedging Party shall provide to Counterparty by e-mail to the e-mail address provided by Counterparty a written explanation and report (in a commonly used file format for the storage and manipulation of financial dataY) describing in reasonable detail any determination made by it (including, as applicable, any quotations, market data, information from internal sources used in making such determinations, descriptions of the methodology and any assumptions and final sentence therein with the words “Borrow Cost”. Initial Stock Loan Rate: 25 basis used in making for such determination), it being understood that the Hedging Party shall not be obligated to disclose any proprietary or confidential models or proprietary or confidential data or information used by it for such determination or any information that is subject to an obligation not to disclose such information (so long as such obligation is not entered into in contemplation of this Agreement)points.

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) in respect of the Equity Definitions is hereby amended by (i) replacing Transaction a Change in Law shall occur only if the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position”, (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, Hedging Party (x) any tax law or was unable, after using good faith and commercially reasonable efforts, to replace its existing Hedge Positions on commercially reasonable pricing terms with alternative Hedge Positions in respect of the Transaction to avoid the Change in Law that would have otherwise occurred absent such change in the Hedge Positions and (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)” and (iv) adding the words “provided that, in the case of clause event (Yx) hereof applies, has used good faith and any law, regulation or interpretation, commercially reasonable efforts to transfer its rights and obligations under the consequence of Transaction to the extent necessary to avoid such law, regulation or interpretation is applied equally by Dealer Change in Law and failed to all of its similarly situated counterparties and/or similar transactions, if any;” after the semi-colon in the last line thereofso effect such transfer on commercially reasonable pricing terms pursuant to Section 10(f) below. Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable; provided that Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Applicable Increased Cost of Hedging: Not Applicable Loss of Stock Borrow: Applicable MaximumStock Loan Rate: As provided in Annex B to this Confirmation. Increased Cost of Stock Borrow: Applicable Initial Stock Loan Rate: As provided in Annex B to this Confirmation. Hedging Party: For all applicable Additional Disruption Potential Adjustment Events and Extraordinary Events, Dealer. Following any determination by the Hedging Party hereunder and a GS&Co.. Determining Party: For all Extraordinary Events, GS&Co.; provided that, upon receipt of written request by from Counterparty, the Hedging Determining Party shall promptly (but in no event later than within five Scheduled Trading Days from the receipt of such request) provide to Counterparty by e-mail to the e-mail address provided by Counterparty with a written explanation and report (in a commonly used file format for the storage and manipulation of financial data) describing in reasonable detail any determination made by it Determining Party (including, as applicable, including any quotations, market data, data or information from internal sources used in making such determinationscalculations, descriptions but without requiring any disclosure of the methodology and any assumptions and basis used in making for such determination), it being understood that the Hedging Party shall not be obligated to disclose any confidential information or GS&Co.’s proprietary or confidential models or proprietary or confidential data or information used by it for such determination or any information that GS&Co. determines, based on the advice of outside counsel, is subject to an obligation not a duty, whether arising by contract, regulation or operation of law, of confidentiality GS&Co. owes to disclose such information (any third party). Whenever the Determining Party is required to act or to exercise judgment in any way, it will do so long as such obligation is not entered into in contemplation of this Agreement).good faith and in a commercially reasonable manner. Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable

Additional Disruption Events. Change in Law: Applicable; provided that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position”, (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness adoption or promulgation of new regulations authorized or mandated by existing statute)” and (iv) adding the words “provided that, in the case of clause (Y) hereof and any law, regulation or interpretation, the consequence of such law, regulation or interpretation is applied equally by Dealer to all of its similarly situated counterparties and/or similar transactions, if any;” after the semi-colon in the last line thereof”. Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable; provided that Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Applicable Increased Cost of Hedging: Not Applicable Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: 100 bps Increased Cost of Stock Borrow: Applicable Initial Stock Loan Rate: 25 bps Determining Party: For all applicable events, MSCO Hedging Party: For all applicable events, MSCO Additional Disruption Events, Dealer. Following any determination Termination Event(s): The declaration by the Hedging Party hereunder and a written request by CounterpartyIssuer of any Extraordinary Dividend, the Hedging ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period, will constitute an Additional Termination Event, with Issuer as the sole Affected Party shall provide to Counterparty by e-mail to and all Transactions hereunder as the e-mail address provided by Counterparty a written explanation Affected Transactions. Relevant Dividend Period: The period from, and report (in a commonly used file format including, the Trade Date for the storage Transaction to, and manipulation of financial data) describing in reasonable detail any determination made by it (including, as applicable, any quotations, market data, information from internal sources used in making such determinations, descriptions of the methodology third Scheduled Trading Day following the Scheduled Valuation Date for the Transaction. Non-Reliance: Applicable Agreements and any assumptions and basis used in making for such determination), it being understood that the Acknowledgements Regarding Hedging Party shall not be obligated to disclose any proprietary or confidential models or proprietary or confidential data or information used by it for such determination or any information that is subject to an obligation not to disclose such information (so long as such obligation is not entered into in contemplation of this Agreement).Activities: Applicable Additional Acknowledgments: Applicable

Additional Disruption Events. Change in Law: Applicable; provided that (A) any determination as to whether (i) the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law) or (ii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date; and (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase words “the interpretation” with the words “or public announcement of any formal or informal interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position”, (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)” and (iv) adding the words “provided that, in the case of clause (Y) hereof and any law, regulation or interpretation, the consequence of such law, regulation or interpretation is applied equally by Dealer to all of its similarly situated counterparties and/or similar transactions, if any;” after the semi-colon in the last line thereof. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Not Applicable Increased Cost of Hedging: Not Applicable Increased Cost of Stock Borrow: Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as used in Section 12.9(a)(viii) of the Equity Definitions shall include any cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its hedge position, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable. Initial Stock Loan Rate: 25 basis points per annum Loss of Stock Borrow: Applicable; provided that Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its entirety and (ii) deleting the words “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the second sentence thereof. Maximum Stock Loan Rate: 200 basis points per annum Hedging Party: For all applicable Additional Disruption Events, Dealer. Following any determination by the Hedging Party hereunder and a written request by Counterparty, the Hedging Party shall provide to Counterparty by e-mail to the e-mail address provided by Counterparty a written explanation and report (in a commonly used file format for the storage and manipulation of financial data) describing in reasonable detail any determination made by it (including, as applicable, any quotations, market data, information from internal sources used in making such determinations, descriptions of the methodology and any assumptions and basis used in making for such determination), it being understood that the Hedging Party shall not be obligated to disclose any proprietary or confidential models or proprietary or confidential data or information used by it for such determination or any information that is subject to an obligation not to disclose such information (so long as such obligation is not entered into in contemplation of this Agreement).

Additional Disruption Events. Change in Law: Applicable; provided that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position”, (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness adoption or promulgation of new regulations authorized or mandated by existing statute)” and (iv) adding the words “provided that, in the case of clause (Y) hereof and any law, regulation or interpretation, the consequence of such law, regulation or interpretation is applied equally by Dealer to all of its similarly situated counterparties and/or similar transactions, if any;” after the semi-colon in the last line thereof”. Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable; provided that Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Applicable Increased Cost of Hedging: Not Applicable Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: 100 bps Increased Cost of Stock Borrow: Applicable Initial Stock Loan Rate: 25 bps Determining Party: For all applicable events, MSCO Hedging Party: For all applicable events, MSCO Additional Disruption Events, Dealer. Following any determination Termination Event(s): The declaration by the Hedging Party hereunder and a written request by CounterpartyIssuer of any Extraordinary Dividend, the Hedging ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period, will constitute an Additional Termination Event, with Counterparty as the sole Affected Party shall provide to Counterparty by e-mail to and all Transactions hereunder as the e-mail address provided by Counterparty a written explanation Affected Transactions. Relevant Dividend Period: The period from, and report (in a commonly used file format including, the Trade Date for the storage Transaction to, and manipulation of financial data) describing in reasonable detail any determination made by it (including, as applicable, any quotations, market data, information from internal sources used in making such determinations, descriptions of the methodology third Scheduled Trading Day following the Scheduled Valuation Date for the Transaction. Non-Reliance: Applicable Agreements and any assumptions and basis used in making for such determination), it being understood that the Acknowledgements Regarding Hedging Party shall not be obligated to disclose any proprietary or confidential models or proprietary or confidential data or information used by it for such determination or any information that is subject to an obligation not to disclose such information (so long as such obligation is not entered into in contemplation of this Agreement).Activities: Applicable Additional Acknowledgments: Applicable

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position”, ” and (iii) replacing the parenthetical beginning after by immediately following the word “regulationTransaction” in clause (X) thereof, adding the second line thereof phrase “in the words “(includingmanner contemplated by the Dealer on the Trade Date”. The parties agree that, for the avoidance of doubt and without limitationdoubt, (xfor purposes of Section 12.9(a)(ii) of the Equity Definitions, “any tax applicable law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)regulation” and for purposes of Section 5(b)(i) of the Agreement, “any applicable law”, shall include the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act of 2010, any rules and regulations promulgated thereunder and any similar law or regulation (ivcollectively, the “Wall Street Act”), and the consequences specified in Section 12.9(b)(i) adding of the words “provided thatEquity Definitions shall apply to any Change in Law or Illegality, in as the case may be, arising from any such act, rule or regulation. The foregoing constitutes a specific reservation for purposes of clause (Y) hereof and any law, regulation or interpretation, the consequence of such law, regulation or interpretation is applied equally by Dealer to all of its similarly situated counterparties and/or similar transactions, if any;” after the semi-colon in the last line thereofWall Street Act. Failure to Deliver: Applicable Hedging DisruptionApplicable. Insolvency Filing: Applicable; provided that the definition of “Insolvency Filing” in Section 12.9(b)(iii) 12.9 of the Equity Definitions is hereby shall be amended by inserting in deleting the third line thereof, after the words clause “provided that proceedings instituted or petitions presented by creditors and not consented to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Increased Cost of Hedging: Not Applicable Hedging Party: For all applicable Additional Disruption Events, Dealer. Following any determination by the Hedging Party hereunder and a written request by Counterparty, the Hedging Party shall provide to Counterparty by e-mail to the e-mail address provided by Counterparty a written explanation and report (in a commonly used file format for the storage and manipulation of financial data) describing in reasonable detail any determination made by it (including, as applicable, any quotations, market data, information from internal sources used in making such determinations, descriptions of the methodology and any assumptions and basis used in making for such determination), it being understood that the Hedging Party Issuer shall not be obligated to disclose any proprietary deemed an Insolvency Filing” at the end of such definition and replacing it with the following: “; or confidential models it has instituted against it a proceeding seeking a judgment of insolvency or proprietary or confidential data or information used by it for such determination bankruptcy or any information that other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is subject to an obligation not to disclose presented for its winding-up or liquidation by a creditor and such information (so long as such obligation proceeding is not entered into dismissed, discharged, stayed or restrained in contemplation each case within fifteen (15) days of this Agreement)the institution or presentation thereof.”

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, of the formal or informal interpretation”, (ii) replacing immediately following the word “SharesTransaction” where it appears in clause (X) thereof with thereof, adding the words phrase “Hedge Positionin the manner contemplated by the Hedging Party on the Trade Date”, (iii) replacing the parenthetical beginning after the word “regulationShares” with “Hedge Positions” in clause (X) thereof and (iv) inserting the second line thereof the words parenthetical “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness adoption or promulgation of new regulations authorized or mandated by existing statute)” and (iv) adding at the words “provided that, in the case end of clause (YA) hereof thereof. In connection with Section 739 of the Wall Street Transparency and any law, regulation or interpretationAccountability Act of 2010 (“WSTAA”), the consequence parties hereby agree that neither the enactment of such lawWSTAA or any regulation under the WSTAA, regulation nor any requirement under WSTAA or interpretation is applied equally an amendment made by Dealer WSTAA, shall limit or otherwise impair either party’s otherwise applicable rights to all terminate, renegotiate, modify, amend or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the Agreement (including, but not limited to, rights arising from Change in Law, Hedging Disruption, Loss of its similarly situated counterparties and/or similar transactionsStock Borrow, if any;” after the semi-colon Increased Cost of Hedging, Increased Cost of Stock Borrow or Illegality (as defined in the last line thereofAgreement)). Failure to Deliver: Applicable Not Applicable. Insolvency Filing: Applicable. Hedging Disruption: Applicable; provided that Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Increased Cost of Hedging: Not Applicable Applicable. Loss of Stock Borrow: Applicable. Maximum Stock Loan Rate: 200 basis points per annum. Increased Cost of Stock Borrow: Applicable. Initial Stock Loan Rate: 0 basis points per annum. Hedging Party: For all applicable Additional Disruption Events, DealerDeutsche. Following any determination by the Determining Party: For all applicable Additional Disruption Events, Deutsche. Non-Reliance: Applicable. Agreements and Acknowledgments Regarding Hedging Party hereunder and a written request by Counterparty, the Hedging Party shall provide to Counterparty by e-mail to the e-mail address provided by Counterparty a written explanation and report (in a commonly used file format for the storage and manipulation of financial data) describing in reasonable detail any determination made by it (including, as applicable, any quotations, market data, information from internal sources used in making such determinations, descriptions of the methodology and any assumptions and basis used in making for such determination), it being understood that the Hedging Party shall not be obligated to disclose any proprietary or confidential models or proprietary or confidential data or information used by it for such determination or any information that is subject to an obligation not to disclose such information (so long as such obligation is not entered into in contemplation of this Agreement)Activities: Applicable.