Common use of Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events Clause in Contracts

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If, in respect of this Transaction, an amount is payable by Company to Dealer, (i) pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, (ii) pursuant to Section 6(d)(ii) of the Agreement or (iii) pursuant to paragraph (h) above (a “Payment Obligation”), Company shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) (except that Company shall not make such an election in the event of a Nationalization, Insolvency, Merger Event or Tender Offer, in each case, in which the consideration to be paid to holders of Shares consists solely of cash or an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement in each case that resulted from an event or events outside Company’s control) and shall give irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. New York local time on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, or no later than 6:00 p.m. New York local time on the Early Unwind Date, as applicable; provided that if Company does not validly elect to satisfy its Payment Obligation by the Share Termination Alternative, Dealer shall have the right to require Company to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Company’s election to satisfy its Payment Obligation by cash. Notwithstanding the foregoing, Company’s or Dealer’s right to elect satisfaction of a Payment Obligation in the Share Termination Alternative as set forth in this clause shall only apply to Transactions under this Confirmation.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If, in respect of this Transaction, an amount is payable by Company to DealerJPMorgan, (i) pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, Definitions or (ii) pursuant to Section 6(d)(ii) of the Agreement or (iii) pursuant to paragraph (h) above (a “Payment Obligation”), Company shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) (except that Company shall not make such an election in the event of a Nationalization, Insolvency, Merger Event or Tender Offer, in each case, Offer in which the consideration to be paid to holders of Shares shares consists solely of cash or an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement Agreement, in each case that resulted from an event or events outside Company’s control) and shall give irrevocable telephonic notice to DealerJPMorgan, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York local time City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, or no later than 6:00 p.m. New York local time on the Early Unwind Date, as applicable; provided that if Company does not validly elect has the right to satisfy its Payment Obligation by the Share Termination AlternativeAlternative under this Section 9(j) but does not validly so elect, Dealer JPMorgan shall have the right to require Company to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Company’s election to satisfy its Payment Obligation by cash. Notwithstanding the foregoing, Company’s or DealerJPMorgan’s right to elect satisfaction of a Payment Obligation in the Share Termination Alternative as set forth in this clause shall only apply to Transactions under this Confirmation.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If, in respect of this Transaction, an amount is payable by Company to Dealer, (i) pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, Definitions or (ii) pursuant to Section 6(d)(ii) of the Agreement or (iii) pursuant to paragraph (h) above (a “Payment Obligation”), Company shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) (except that Company shall not make such an election in the event of a Nationalization, Insolvency, Merger Event or Tender Offer, in each case, Offer in which the consideration to be paid to holders of Shares shares consists solely of cash or an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement Agreement, in each case that resulted from an event or events outside Company’s control) and shall give irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York local time City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, or no later than 6:00 p.m. New York local time on the Early Unwind Date, as applicable; provided that if Company does not validly elect has the right to satisfy its Payment Obligation by the Share Termination AlternativeAlternative under this Section 9(j) but does not validly so elect, Dealer shall have the right to require Company to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Company’s election to satisfy its Payment Obligation by cash. Notwithstanding the foregoing, Company’s or Dealer’s right to elect satisfaction of a Payment Obligation in the Share Termination Alternative as set forth in this clause shall only apply to Transactions under this Confirmation.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If, in respect of this Transaction, an amount is payable by Company to DealerBank, (i) pursuant to Section 12.2, 12.3, 12.6, 12.7 or Section 12.9 of the Equity DefinitionsDefinitions (except in the event of an Insolvency, Nationalization, Tender Offer or Merger Event in which the consideration or proceeds to be paid to holders of Shares consists solely of cash) or (ii) pursuant to Sections 6(d) and 6(e) of the Agreement (except in the event of an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in (x) Section 6(d)(ii5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or (iiiy) pursuant to paragraph a Termination Event of the type described in Section 5(b) of the Agreement, in the case of both (hx) above and (y), resulting from an event or events outside Company’s control) (a “Payment Obligation”), Company shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) (except that Company shall not make such an election in the event of a Nationalization, Insolvency, Merger Event or Tender Offer, in each case, in which the consideration to be paid to holders of Shares consists solely of cash or an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement in each case that resulted from an event or events outside Company’s control) and shall give by giving irrevocable telephonic notice to DealerBank, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. New York local time on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or or, in the case of an Additional Disruption Event, date of cancellation, or no later than 6:00 p.m. New York local time on the Early Unwind Date, as applicable; provided that if Company does not validly elect to satisfy its Payment Obligation by the Share Termination AlternativeAlternative and Company has received Shareholder Approval (as defined in the Certificate of Designations) and shall have notified Bank of such receipt, Dealer Bank shall have the right to require Company to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Company’s election to satisfy its Payment Obligation by cash. Notwithstanding the foregoing, Company’s or DealerBank’s right to elect satisfaction of a Payment Obligation in the Share Termination Alternative as set forth in this clause shall only apply to Transactions under this Confirmation.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If, in respect of this Transaction, an amount is payable by the Company to DealerJPMorgan, (i) pursuant to Section 12.7 or Section 12.9 9.7 of the Equity Definitions, (ii) pursuant to Section 6(d)(ii) of the Agreement or (iii) pursuant to paragraph (h) above (a “Payment Obligation”), Company shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) Definitions (except that Company shall not make such an election in the event of a Nationalization, Insolvency, Nationalization or Insolvency or a Merger Event or Tender OfferEvent, in each case, in which the consideration to be paid to holders of Shares consists solely of cash cash) or (ii) pursuant to Section 6(d)(ii) of the Agreement (except in the event of an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b5(b)(i), (ii), (iii), (iv), (v) or (vi) of the Agreement in each case that resulted from an event or events outside Company’s control) (a “Payment Obligation”), Company may, in its sole discretion, satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) and shall give irrevocable telephonic notice to DealerJPMorgan, confirmed in writing within one Scheduled Trading Currency Business Day, no later than 12:00 p.m. New York local time on the Merger Date, Tender Offer Datethe date of the occurrence of the Nationalization or Insolvency, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, or no later than 6:00 p.m. New York local time on the Early Unwind Date, as applicable; provided that if the Company does not validly elect to satisfy its Payment Obligation by the Share Termination Alternative, Dealer JPMorgan shall have the right to require the Company to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Company’s election to satisfy its Payment Obligation by cashthe contrary. Notwithstanding the foregoing, Company’s or DealerJPMorgan’s right to elect satisfaction of a Payment Obligation in the Share Termination Alternative as set forth in this clause shall only apply to Transactions under this ConfirmationConfirmation and, notwithstanding anything to the contrary in the Agreement, (1) separate amounts shall be calculated with respect to (a) Transactions hereunder and (b) all other Transactions under the Agreement, and (2) such separate amounts shall be payable pursuant to Section 6(d)(ii) of the Agreement, subject to, in the case of clause (a), Company’s Share Termination Alternative right hereunder.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If, in respect of this Transaction, an amount is payable by Company to DealerBank, (i) pursuant to Section 12.2, 12.3, 12.6, 12.7 or Section 12.9 of the Equity DefinitionsDefinitions (except in the event of an Insolvency, Nationalization, Tender Offer or Merger Event in which the consideration or proceeds to be paid to holders of shares consists solely of cash) or (ii) pursuant to Sections 6(d) and 6(e) of the Agreement (except in the event of an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in (x) Section 6(d)(ii5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or (iiiy) pursuant to paragraph a Termination Event of the type described in Section 5(b) of the Agreement, in the case of both (hx) above and (y), resulting from an event or events outside Company’s control) (a “Payment Obligation”), Company shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) (except that Company shall not make such an election in the event of a Nationalization, Insolvency, Merger Event or Tender Offer, in each case, in which the consideration to be paid to holders of Shares consists solely of cash or an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement in each case that resulted from an event or events outside Company’s control) and shall give by giving irrevocable telephonic notice to DealerBank, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. New York local time on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or or, in the case of an Additional Disruption Event, date of cancellation, or no later than 6:00 p.m. New York local time on the Early Unwind Date, as applicable; provided that if Company does not validly elect to satisfy its Payment Obligation by the Share Termination Alternative, Dealer Bank shall have the right to require Company to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Company’s election to satisfy its Payment Obligation by cash. Notwithstanding the foregoing, Company’s or DealerBank’s right to elect satisfaction of a Payment Obligation in the Share Termination Alternative as set forth in this clause shall only apply to Transactions under this Confirmation.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If, in respect of this Transaction, an If Issuer shall owe Dealer any amount is payable by Company to Dealer, (i) pursuant to Section Sections 12.2, 12.3, 12.6, 12.7 or Section 12.9 of the Equity Definitions, (ii) Definitions or pursuant to Section 6(d)(ii) of the Agreement or (iii) pursuant to paragraph (h) above (a “Payment Obligation”), Company Issuer shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) (except that Company shall not make such an election in the event of a Nationalization, Insolvency, Merger Event or Tender Offer, in each case, in which the consideration to be paid to holders of Shares consists solely of cash or an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement in each case that resulted from an event or events outside Company’s control) and shall give by giving irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. 9:30 A.M. New York local City time on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting)Date, Early Termination Date or date of cancellation, cancellation or no later than 6:00 p.m. New York local time on the Early Unwind Datetermination in respect of another Extraordinary Event, as applicableapplicable (“Notice of Share Termination”); provided that if Company Issuer does not validly elect to satisfy its Payment Obligation by the Share Termination Alternative, Dealer shall have the right right, in its sole discretion, to elect to require Company Issuer to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding CompanyIssuer’s failure to elect or election to satisfy its Payment Obligation by cash. Notwithstanding the foregoing, Company’s or Dealer’s contrary; and provided further that Issuer shall not have the right to so elect satisfaction (but, for the avoidance of a Payment Obligation doubt, Dealer shall have the right to so elect) in the Share event (i) of an Insolvency, a Nationalization, a Tender Offer or a Merger Event, in each case, in which the consideration or proceeds to be paid to holders of Shares consists solely of cash or (ii) of an Event of Default in which Issuer is the Defaulting Party or a Termination Alternative as Event in which Issuer is the Affected Party or an Extraordinary Event, which Event of Default, Termination Event or Extraordinary Event resulted from an event or events within Issuer’s control. Issuer shall be deemed to remake the representation set forth in this clause Section 7(a)(i) as of the date of such election. Upon such Notice of Share Termination, the following provisions shall only apply to Transactions under this Confirmation.on the Scheduled Trading Day immediately following the Merger Date, the Tender Offer Date, Announcement Date, Early Termination Date or date of cancellation or termination in respect of another Extraordinary Event, as applicable:

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If, in respect of this Transaction, subject to paragraph (h) above, an amount is payable by Company to Dealer, (i) pursuant to Section 12.7 or Section 12.9 of the Equity DefinitionsDefinitions (except in the event of an Insolvency, Nationalization, Tender Offer or Merger Event in which the consideration or proceeds to be paid to holders of shares consists solely of cash) or (ii) pursuant to Section 6(d)(ii) of the Agreement (except in the event of an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in (x) Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), (v) pursuant to paragraph or (hvi) above of the Agreement, in the case of both (x) and (y), resulting from an event or events outside Company’s control) (a “Payment Obligation”), Company shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) (except that Company shall not make such an election in the event of a Nationalization, Insolvency, Merger Event or Tender Offer, in each case, in which the consideration to be paid to holders of Shares consists solely of cash or an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement in each case that resulted from an event or events outside Company’s control) and shall give by giving irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. New York local time on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, or no later than 6:00 p.m. New York local time on the Early Unwind Date, as applicable; provided that if Company does not validly elect to satisfy its Payment Obligation by the Share Termination Alternative, Dealer shall have the right to require Company to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Company’s election to satisfy its Payment Obligation by cash. Notwithstanding the foregoing, Company’s or Dealer’s right to elect satisfaction of a Payment Obligation in the Share Termination Alternative as set forth in this clause shall only apply to this Transaction and, notwithstanding anything to the contrary in the Agreement, (1) separate amounts shall be calculated with respect to (a) the Transaction and (b) all other Transactions under this Confirmationthe Agreement, and (2) such separate amounts shall be payable pursuant to Section 6(d)(ii) of the Agreement, subject to, in the case of clause (a), Company’s Share Termination Alternative right hereunder.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If, in respect of this Transaction, an amount is payable by Company to DealerJPMorgan, (i) pursuant to Section 12.7 or Section 12.9 9.7 of the Equity Definitions, (ii) pursuant to Section 6(d)(ii) of the Agreement or (iii) pursuant to paragraph (h) above (a “Payment Obligation”), Company shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) Definitions (except that Company shall not make such an election in the event of a Nationalization, Insolvency, Nationalization or Insolvency or a Merger Event or Tender OfferEvent, in each case, in which the consideration to be paid to holders of Shares consists solely of cash cash) or (ii) pursuant to Section 6(d)(ii) of the Agreement (except in the event of an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in (x) Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or (y) a Termination Event of the type described in Section 5(b5(b)(i), (ii), (iii), (iv), (v) or (vi) of the Agreement Agreement, in each the case of both (x) and (y), that resulted from an event or events outside Company’s control) (a “Payment Obligation”), Company may, in its sole discretion, satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) and shall give irrevocable telephonic notice to DealerJPMorgan, confirmed in writing within one Scheduled Trading Currency Business Day, no later than 12:00 p.m. New York local time on the Merger Date, Tender Offer Datethe date of the occurrence of the Nationalization or Insolvency, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, or no later than 6:00 p.m. New York local time on the Early Unwind Date, as applicable; provided that if Company does not validly elect to satisfy its Payment Obligation by the Share Termination Alternative, Dealer JPMorgan shall have the right to require Company to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Company’s election to satisfy its Payment Obligation by cash. Notwithstanding the foregoing, Company’s or DealerJPMorgan’s right to elect satisfaction of a Payment Obligation in the Share Termination Alternative as set forth in this clause shall only apply to Transactions under this ConfirmationConfirmation and, notwithstanding anything to the contrary in the Agreement, (1) separate amounts shall be calculated with respect to (a) Transactions hereunder and (b) all other Transactions under the Agreement, and (2) such separate amounts shall be payable pursuant to Section 6(d)(ii) of the Agreement, subject to, in the case of clause (a), Company’s Share Termination Alternative right hereunder.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If, in respect of this Transaction, an amount is payable by Company to DealerJPMorgan, (i) pursuant to Section 12.7 or Section 12.9 of the Equity DefinitionsDefinitions (except in the event of an Insolvency, Nationalization, Tender Offer or Merger Event in which the consideration or proceeds to be paid to holders of shares consists solely of cash) or (ii) pursuant to Section 6(d)(ii) of the Agreement or (iii) pursuant to paragraph (h) above (a “Payment Obligation”), Company shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) (except that Company shall not make such an election in the event of a Nationalization, Insolvency, Merger Event or Tender Offer, in each case, in which the consideration to be paid to holders of Shares consists solely of cash or an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in (x) Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or (y) a Termination Event of the type described in Section 5(b) of the Agreement Agreement, in each the case that resulted of both (x) and (y), resulting from an event or events outside Company’s 's control) and (a "PAYMENT OBLIGATION"), Company shall give have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) by giving irrevocable telephonic notice to DealerJPMorgan, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. New York local time on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, or no later than 6:00 p.m. New York local time on the Early Unwind Date, as applicable; provided PROVIDED that if Company does not validly elect to satisfy its Payment Obligation by the Share Termination Alternative, Dealer JPMorgan shall have the right to require Company to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Company’s election to satisfy its Payment Obligation by cash. Notwithstanding the foregoing, Company’s 's or Dealer’s JPMorgan's right to elect satisfaction of a Payment Obligation in the Share Termination Alternative as set forth in this clause shall only apply to Transactions under this ConfirmationConfirmation and, notwithstanding anything to the contrary in the Agreement, (1) separate amounts shall be calculated with respect to (a) Transactions hereunder and (b) all other Transactions under the Agreement, and (2) such separate amounts shall be payable pursuant to Section 6(d)(ii) of the Agreement, subject to, in the case of clause (a), Company's Share Termination Alternative right hereunder.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. (i) If, in respect of this the Transaction, an amount is payable by Company to Dealer, (iA) pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, Definitions or (iiB) pursuant to Section 6(d)(ii) of the Agreement or (iii) pursuant to paragraph (h) above (any such amount, a “Payment Obligation”), Company shall have satisfy the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) (except that Company shall not make such an election be obligated to satisfy the Payment Obligation by the Share Termination Alternative in the event of (I) a Nationalization, Insolvency, Merger Event or Tender Offer, in each case, Offer in which the consideration to be paid to holders of Shares consists solely of cash cash, (II) a Merger Event or Tender Offer that is within Company’s control, or (III) an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement Agreement, in each case that resulted from an event or events outside Company’s control) and shall give unless Company gives irrevocable telephonic notice to DealerDealer to the contrary, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York local time City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, or no later than 6:00 p.m. New York local time on the Early Unwind Date, as applicable; provided that if Company does not validly elect to satisfy its Payment Obligation by the Share Termination Alternativethat, Dealer shall have the right right, in its reasonable discretion, to require Company to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Company’s election to satisfy its Payment Obligation by cashthe contrary. Notwithstanding the foregoingShare Termination Alternative: If applicable, Company’s or Dealer’s right Company shall deliver to elect satisfaction of a Payment Obligation in Dealer the Share Termination Alternative Delivery Property on the date (the “Share Termination Payment Date”) on which the Payment Obligation would otherwise be due pursuant to Section 12.7 or Section 12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, as set forth applicable, subject to Section 9(k)(i) below, in this clause shall only apply satisfaction, subject to Transactions under this ConfirmationSection 9(k)(ii) below, of the relevant Payment Obligation, in the manner reasonably requested by Dealer free of payment.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If, in respect of this Transaction, an amount is payable by Company to DealerJPMorgan, (i) pursuant to Section 12.7 or Section 12.9 9.7 of the Equity Definitions, (ii) pursuant to Section 6(d)(ii) of the Agreement or (iii) pursuant to paragraph (h) above (a “Payment Obligation”), Company shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) Definitions (except that Company shall not make such an election in the event of a Nationalization, Insolvency, Nationalization or Insolvency or a Merger Event or Tender OfferEvent, in each case, in which the consideration to be paid to holders of Shares consists solely of cash cash) or (ii) pursuant to Section 6(d)(ii) of the Agreement (except in the event of an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b5(b)(i), (ii), (iii), (iv), (v) or (vi) of the Agreement in each case that resulted from an event or events outside Company’s control) (a “Payment Obligation”), Company may, in its sole discretion, satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) and shall give irrevocable telephonic notice to DealerJPMorgan, confirmed in writing within one Scheduled Trading Currency Business Day, no later than 12:00 p.m. New York local time on the Merger Date, Tender Offer Datethe date of the occurrence of the Nationalization or Insolvency, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, or no later than 6:00 p.m. New York local time on the Early Unwind Date, as applicable; provided that if Company does not validly elect to satisfy its Payment Obligation by the Share Termination Alternative, Dealer JPMorgan shall have the right to require Company to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Company’s election to satisfy its Payment Obligation by cash. Notwithstanding the foregoing, Company’s or DealerJPMorgan’s right to elect satisfaction of a Payment Obligation in the Share Termination Alternative as set forth in this clause shall only apply to Transactions under this ConfirmationConfirmation and, notwithstanding anything to the contrary in the Agreement, (1) separate amounts shall be calculated with respect to (a) Transactions hereunder and (b) all other Transactions under the Agreement, and (2) such separate amounts shall be payable pursuant to Section 6(d)(ii) of the Agreement, subject to, in the case of clause (a), Company’s Share Termination Alternative right hereunder. Share Termination Alternative: Applicable and means that Company shall deliver to JPMorgan the Share Termination Delivery Property on the date (the “Share Termination Payment Date”) when the Payment Obligation would otherwise be due, subject to paragraph (p)(i) below, in satisfaction, subject to paragraph (p)(ii) below, of the Payment Obligation in the manner reasonably requested by JPMorgan free of payment.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If, in respect of this Transaction, an amount is payable by the Company to DealerBank, (i) pursuant to Section 12.7 or Section 12.9 9.7 of the Equity Definitions, (ii) pursuant to Section 6(d)(ii) of the Agreement or (iii) pursuant to paragraph (h) above (a “Payment Obligation”), Company shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) Definitions (except that Company shall not make such an election in the event of a Nationalization, Insolvency, Nationalization or Insolvency or a Merger Event or Tender OfferEvent, in each case, in which the consideration to be paid to holders of Shares consists solely of cash cash) or (ii) pursuant to Section 6(d)(ii) of the Agreement (except in the event of an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b5(b)(i), (ii), (iii), (iv), (v) or (vi) of the Agreement in each case that resulted from an event or events outside Company’s control) (a “Payment Obligation”), Company may, in its sole discretion, satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) and shall give irrevocable telephonic notice to DealerBank, confirmed in writing within one Scheduled Trading Currency Business Day, no later than 12:00 p.m. New York local time on the Merger Date, Tender Offer Datethe date of the occurrence of the Nationalization or Insolvency, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, or no later than 6:00 p.m. New York local time on the Early Unwind Date, as applicable; provided that if the Company does not validly elect to satisfy its Payment Obligation by the Share Termination Alternative, Dealer Bank shall have the right to require the Company to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding the Company’s election to satisfy its Payment Obligation by cashthe contrary. Notwithstanding the foregoing, Company’s or DealerBank’s right to elect satisfaction of a Payment Obligation in the Share Termination Alternative as set forth in this clause shall only apply to Transactions under this ConfirmationConfirmation and, notwithstanding anything to the contrary in the Agreement, (1) separate amounts shall be calculated with respect to (a) Transactions hereunder and (b) all other Transactions under the Agreement, and (2) such separate amounts shall be payable pursuant to Section 6(d)(ii) of the Agreement, subject to, in the case of clause (a), Company’s Share Termination Alternative right hereunder.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If, in respect of this Transaction, an amount is payable by the Company to DealerJPMorgan, (i) pursuant to Section 12.7 or Section 12.9 9.7 of the Equity Definitions, (ii) pursuant to Section 6(d)(ii) of the Agreement or (iii) pursuant to paragraph (h) above (a “Payment Obligation”), Company shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) Definitions (except that Company shall not make such an election in the event of a Nationalization, Insolvency, Nationalization or Insolvency or a Merger Event or Tender OfferEvent, in each case, in which the consideration to be paid to holders of Shares consists solely of cash cash) or (ii) pursuant to Section 6(d)(ii) of the Agreement (except in the event of an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b5(b)(i), (ii), (iii), (iv), (v) or (vi) of the Agreement in each case that resulted from an event or events outside Company’s 's control) (a "PAYMENT OBLIGATION"), Company may, in its sole discretion, satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) and shall give irrevocable telephonic notice to DealerJPMorgan, confirmed in writing within one Scheduled Trading Currency Business Day, no later than 12:00 p.m. New York local time on the Merger Date, Tender Offer Datethe date of the occurrence of the Nationalization or Insolvency, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, or no later than 6:00 p.m. New York local time on the Early Unwind Date, as applicable; provided that if the Company does not validly elect to satisfy its Payment Obligation by the Share Termination Alternative, Dealer JPMorgan shall have the right to require the Company to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Company’s Counterparty's election to satisfy its Payment Obligation by cashthe contrary. Notwithstanding the foregoing, Company’s 's or Dealer’s JPMorgan's right to elect satisfaction of a Payment Obligation in the Share Termination Alternative as set forth in this clause shall only apply to Transactions under this Confirmation.Confirmation and, notwithstanding anything to the contrary in the Agreement, (1) separate amounts shall be calculated with respect to (a) Transactions hereunder and (b) all other Transactions under the Agreement, and (2) such separate amounts shall be payable pursuant to Section 6(d)(ii) of the Agreement, subject to, in the case of clause (a), Company's Share Termination Alternative right hereunder. JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ORGANISED UNDER THE LAWS OF THE UNITED STATES AS A NATIONAL BANKING ASSOCIATION. MAIN XXXXXX 0000 XXXXXXX XXXXXXX, XXXXXXXX, XXXX 00000 REGISTERED AS A XXXXXX XX XXXXXXX & XXXXX XXXXXX XX. XX000000. REGISTERED BRANCH OFFICE 000 XXXXXX XXXX, XXXXXX XX0X 0XX AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If, in respect of this Transaction, an amount is payable by Company to DealerBofA, (i) pursuant to Section 12.7 or Section 12.9 9.7 of the Equity Definitions, (ii) pursuant to Section 6(d)(ii) of the Agreement or (iii) pursuant to paragraph (h) above (a “Payment Obligation”), Company shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) Definitions (except that Company shall not make such an election in the event of a Nationalization, Insolvency, Nationalization or Insolvency or a Merger Event or Tender OfferEvent, in each case, in which the consideration to be paid to holders of Shares consists solely of cash cash) or (ii) pursuant to Section 6(d)(ii) of the Agreement (except in the event of an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in (x) Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or (y) a Termination Event of the type described in Section 5(b5(b)(i), (ii), (iii), (iv), (v) or (vi) of the Agreement Agreement, in each the case of both (x) and (y), that resulted from an event or events outside Company’s control) (a “Payment Obligation”), Company may, in its sole discretion, satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) and shall give irrevocable telephonic notice to DealerBofA, confirmed in writing within one Scheduled Trading Currency Business Day, no later than 12:00 p.m. New York local time on the Merger Date, Tender Offer Datethe date of the occurrence of the Nationalization or Insolvency, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, or no later than 6:00 p.m. New York local time on the Early Unwind Date, as applicable; provided that if Company does not validly elect to satisfy its Payment Obligation by the Share Termination Alternative, Dealer BofA shall have the right to require Company to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Company’s election to satisfy its Payment Obligation by cash. Notwithstanding the foregoing, Company’s or DealerBofA’s right to elect satisfaction of a Payment Obligation in the Share Termination Alternative as set forth in this clause shall only apply to Transactions under this ConfirmationConfirmation and, notwithstanding anything to the contrary in the Agreement, (1) separate amounts shall be calculated with respect to (a) Transactions hereunder and (b) all other Transactions under the Agreement, and (2) such separate amounts shall be payable pursuant to Section 6(d)(ii) of the Agreement, subject to, in the case of clause (a), Company’s Share Termination Alternative right hereunder.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If, in respect of this Transaction, an amount is payable by the Company to DealerJPMorgan, (i) pursuant to Section 12.7 or Section 12.9 9.7 of the Equity Definitions, (ii) pursuant to Section 6(d)(ii) of the Agreement or (iii) pursuant to paragraph (h) above (a “Payment Obligation”), Company shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) Definitions (except that Company shall not make such an election in the event of a Nationalization, Insolvency, Nationalization or Insolvency or a Merger Event or Tender OfferEvent, in each case, in which the consideration to be paid to holders of Shares consists solely of cash cash) or (ii) pursuant to Section 6(d)(ii) of the Agreement (except in the event of an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b5(b)(i), (ii), (iii), (iv), (v) or (vi) of the Agreement in each case that resulted from an event or events outside Company’s control) (a “Payment Obligation”), Company may, in its sole discretion, satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) and shall give irrevocable telephonic notice to DealerJPMorgan, confirmed in writing within one Scheduled Trading Currency Business Day, no later than 12:00 p.m. New York local time on the Merger Date, Tender Offer Datethe date of the occurrence of the Nationalization or Insolvency, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, or no later than 6:00 p.m. New York local time on the Early Unwind Date, as applicable; provided that if the Company does not validly elect to satisfy its Payment Obligation by the Share Termination Alternative, Dealer JPMorgan shall have the right to require the Company to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding CompanyCounterparty’s election to satisfy its Payment Obligation by cashthe contrary. Notwithstanding the foregoing, Company’s or DealerJPMorgan’s right to elect satisfaction of a Payment Obligation in the Share Termination Alternative as set forth in this clause shall only apply to Transactions under this ConfirmationConfirmation and, notwithstanding anything to the contrary in the Agreement, (1) separate amounts shall be calculated with respect to (a) Transactions hereunder and (b) all other Transactions under the Agreement, and (2) such separate amounts shall be payable pursuant to Section 6(d)(ii) of the Agreement, subject to, in the case of clause (a), Company’s Share Termination Alternative right hereunder. Share Termination Alternative: Applicable and means that Company shall deliver to JPMorgan the Share Termination Delivery Property on the date (the “Share Termination Payment Date”) when the Payment Obligation would otherwise be due, subject to paragraph (p)(i) below, in satisfaction, subject to paragraph (p)(ii) below, of the Payment Obligation in the manner reasonably requested by JPMorgan free of payment.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If, in respect of this Transaction, an amount is payable by Company to Dealer, (i) pursuant to Section 12.7 or Section 12.9 of the Equity DefinitionsDefinitions (except in the event of an Insolvency, Nationalization, Tender Offer or Merger Event in which the consideration or proceeds to be paid to holders of shares consists solely of cash) or (ii) pursuant to Section 6(d)(ii) of the Agreement (except in the event of an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in (x) Section 5(a)(iii), (v), (vi), (vii) or (iiiviii) pursuant to paragraph of the Agreement or (hy) above a Termination Event of the type described in Section 5(b) of the Agreement, in the case of both (x) and (y), resulting from an event or events outside Company’s control) (a “Payment Obligation”), Company shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) (except that Company shall not make such an election in the event of a Nationalization, Insolvency, Merger Event or Tender Offer, in each case, in which the consideration to be paid to holders of Shares consists solely of cash or an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement in each case that resulted from an event or events outside Company’s control) and shall give by giving irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. New York local time on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, or no later than 6:00 p.m. New York local time on the Early Unwind Date, as applicable; provided that if Company does not validly elect to satisfy its Payment Obligation by the Share Termination Alternative, Dealer shall have the right to require Company to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Company’s election to satisfy its Payment Obligation by cash. Notwithstanding the foregoing, Company’s or Dealer’s right to elect satisfaction of a Payment Obligation in the Share Termination Alternative as set forth in this clause shall only apply to Transactions under this Confirmation.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If, in respect of this Transaction, an amount is payable by Company to Dealer, (i) pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, Definitions or (ii) pursuant to Section 6(d)(ii) of the Agreement or (iii) pursuant to paragraph (h) above (a “Payment Obligation”), Company shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) (except that Company shall not make such an election in the event of a Nationalization, Insolvency, Merger Event or Tender Offer, in each case, Offer in which the consideration to be paid to holders of Shares shares consists solely of cash or an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement Agreement, in each case that resulted from an event or events outside Company’s control) and shall give irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. New York local time on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, or no later than 6:00 p.m. New York local time on the Early Unwind Date, as applicable; provided that if Company does not validly elect to satisfy its Payment Obligation by the Share Termination Alternative, Dealer shall have the right to require Company to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Company’s election to satisfy Alternative if Dealer reasonably determines that payment by Company of its Payment Obligation in cash will conflict with or result in a breach of any agreement or instrument to which Company or any of its subsidiaries is a party or by cashwhich Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. Notwithstanding the foregoing, Company’s or Dealer’s right to elect satisfaction of a Payment Obligation in the Share Termination Alternative as set forth in this clause shall only apply to Transactions under this ConfirmationConfirmation and, notwithstanding anything to the contrary in the Agreement, (1) separate amounts shall be calculated with respect to (a) Transactions hereunder and (b) all other Transactions under the Agreement, and (2) such separate amounts shall be payable pursuant to Section 6(d)(ii) of the Agreement, subject to, in the case of clause (a), Company’s Share Termination Alternative right hereunder.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If, in respect of this Transaction, an amount is payable by Company to DealerBofA, (i) pursuant to Section 12.7 or Section 12.9 9.7 of the Equity Definitions, (ii) pursuant to Section 6(d)(ii) of the Agreement or (iii) pursuant to paragraph (h) above (a “Payment Obligation”), Company shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) Definitions (except that Company shall not make such an election in the event of a Nationalization, Insolvency, Nationalization or Insolvency or a Merger Event or Tender OfferEvent, in each case, in which the consideration to be paid to holders of Shares consists solely of cash cash) or (ii) pursuant to Section 6(d)(ii) of the Agreement (except in the event of an Event of Default in which Company is the Defaulting Party or a Termination Event in which Company is the Affected Party, other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b5(b)(i), (ii), (iii), (iv), (v) or (vi) of the Agreement in each case that resulted from an event or events outside Company’s control) (a “Payment Obligation”), Company may, in its sole discretion, satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) and shall give irrevocable telephonic notice to DealerBofA, confirmed in writing within one Scheduled Trading Currency Business Day, no later than 12:00 p.m. New York local time on the Merger Date, Tender Offer Datethe date of the occurrence of the Nationalization or Insolvency, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, or no later than 6:00 p.m. New York local time on the Early Unwind Date, as applicable; provided that if Company does not validly elect to satisfy its Payment Obligation by the Share Termination Alternative, Dealer BofA shall have the right to require Company to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Company’s election to satisfy its Payment Obligation by cash. Notwithstanding the foregoing, Company’s or DealerBofA’s right to elect satisfaction of a Payment Obligation in the Share Termination Alternative as set forth in this clause shall only apply to Transactions under this ConfirmationConfirmation and, notwithstanding anything to the contrary in the Agreement, (1) separate amounts shall be calculated with respect to (a) Transactions hereunder and (b) all other Transactions under the Agreement, and (2) such separate amounts shall be payable pursuant to Section 6(d)(ii) of the Agreement, subject to, in the case of clause (a), Company’s Share Termination Alternative right hereunder. Share Termination Alternative: Applicable and means that Company shall deliver to BofA the Share Termination Delivery Property on the date (the “Share Termination Payment Date”) when the Payment Obligation would otherwise be due, subject to paragraph (o)(i) below, in satisfaction, subject to paragraph (o)(ii) below, of the Payment Obligation in the manner reasonably requested by BofA free of payment. Share Termination Delivery Property: A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.