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. (i) In lieu of (A) designating an Early Termination Date as the result of an Event of Default or Termination Event, (B) terminating the Transaction and determining a Cancellation Amount as the result of an Additional Disruption Event, or (C) terminating the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and Payment would otherwise be applicable, Bank shall be entitled to designate an early settlement date (the “Bank Early Settlement Date”), in which case the Settlement Date shall be accelerated to the Bank Early Settlement Date and Physical Settlement shall apply; provided that Bank may in its sole discretion elect to permit Counterparty to elect Cash Settlement or Net Share Settlement, in which event the Initial Valuation Date would be accelerated to the Bank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion of the Transaction pursuant to Section 12(g), such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Date, as the case may be, shall occur only with respect to the portion of the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such event. For the avoidance of doubt, if the Bank Early Settlement Date occurs during a Valuation Period, then settlement in respect of the Valued Shares for all Valuation Dates in such Valuation Period occurring on or prior to the Bank Early Settlement Date (the aggregate number of such Valued Shares, the “Number of Unwound Shares”) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date or Initial Valuation Date, as the case may be, described in the immediately preceding sentence shall be in respect of a Number of Shares equal to the Number of Shares, minus the Number of Unwound Shares. (ii) If, subject to Section 12(c) below, the settlement of the Transaction has not been subject to acceleration in accordance with Section 12(b)(i) and one party owes the other party any amount in connection with the Transaction pursuant to Section 12.7 or 12.9 of the Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cash) or pursuant to Section 6(d)(ii) of the ISDA Agreement (except in the case of an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, other than (x) an Event of Default of the type described in Section 5(a)(iii), (v), (vi) or (vii) of the ISDA Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), or (v) of the ISDA Agreement that in the case of either (x) or (y) resulted from an event or events outside Counterparty’s control) (a “Payment Obligation”), Counterparty shall have the right, in its sole discretion, to (A) if the amount is owed by Bank, require Bank to satisfy any such Payment Obligation or (B) if the amount is owed by Counterparty to satisfy any such Payment Obligation, in either case by delivery of Termination Delivery Units (as defined below) by giving irrevocable telephonic notice to Bank, confirmed in writing within one Business Day, between the hours of 9:00 a.m. and 4:00 p.m. New York time on the Closing Date or Early Termination Date, as applicable (“Notice of Termination Delivery”). Upon Notice of Termination Delivery, the party with the Payment Obligation shall deliver to the other party a number of Termination Delivery Units having a cash value equal to the amount of such Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent acting in a commercially reasonable manner). Settlement relating to any delivery of Termination Delivery Units pursuant to this provision shall occur within three Scheduled Trading Days if Counterparty has the Payment Obligation and within a reasonable period of time if Bank has the Payment Obligation.

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) In lieu of (A) designating an Early Termination Date as the result of an Event of Default or Termination Event, (B) terminating the Transaction and determining a Cancellation Amount as the result of an Additional Disruption Event, or (C) terminating the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and Payment would otherwise be applicable, Bank shall be entitled to designate an early settlement date (the “Bank Early Settlement Date”), in which case the Settlement Date shall be accelerated to the Bank Early Settlement Date and Physical Settlement shall apply; provided that Bank may in its sole discretion elect to permit Counterparty to elect Cash Settlement or Net Share Settlement, in which event the Initial Valuation Date would be accelerated to the Bank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion of the Transaction pursuant to Section 12(g), such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Date, as the case may be, shall occur only with respect to the portion of the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such event. For the avoidance of doubt, if the Bank Early Settlement Date occurs during a Valuation Period, then settlement in respect of the Valued Shares for all Valuation Dates in such Valuation Period occurring on or prior to the Bank Early Settlement Date (the aggregate number of such Valued Shares, the “Number of Unwound Shares”) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date or Initial Valuation Date, as the case may be, described in the immediately preceding sentence shall be in respect of a Number of Shares equal to the Number of Shares, minus the Number of Unwound Shares. (ii) If, subject to Section 12(c) below, the settlement of the Transaction has not been subject to acceleration in accordance with Section 12(b)(i) and one party owes the other party any amount in connection with the Transaction pursuant to Section 12.7 or Section 12.9 of the Definitions Equity Definitions, (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cashii) or pursuant to Section 6(d)(ii) of the ISDA Agreement or (iii) pursuant to Section 9(u) (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 case event of a Nationalization, Insolvency, Merger Event or Tender Offer in which the consideration to be paid to holders of shares consists solely of cash or an Event of Default in which Counterparty Company is the Defaulting Party or a Termination Event in which Counterparty Company is the Affected Party, other than (x) an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viiviii) of the ISDA Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), or (v5(b) of the ISDA Agreement Agreement, in each case that in the case of either (x) or (y) resulted from an event or events outside CounterpartyCompany’s control) (a “Payment Obligation”), Counterparty and shall have the right, in its sole discretion, to (A) if the amount is owed by Bank, require Bank to satisfy any such Payment Obligation or (B) if the amount is owed by Counterparty to satisfy any such Payment Obligation, in either case by delivery of Termination Delivery Units (as defined below) by giving give irrevocable telephonic notice to BankDealer, confirmed in writing within one Business Scheduled Trading Day, between the hours of 9:00 a.m. and 4:00 no later than 12:00 p.m. New York local time on the Closing 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 Termination Unwind Date, as applicable 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 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 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: If applicable, Company shall deliver to Dealer the Share Termination Delivery Property on the date (the “Notice of Share Termination DeliveryPayment Date”). Upon Notice of Termination Delivery, the party with ) on which the Payment Obligation shall deliver to the other party a number of Termination Delivery Units having a cash value equal to the amount of such Payment Obligation (such number of Termination Delivery Units to would otherwise be delivered to be determined by the Calculation Agent acting in a commercially reasonable manner). Settlement relating to any delivery of Termination Delivery Units due pursuant to this provision shall occur within three Scheduled Trading Days if Counterparty has Section 12.7 or Section 12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, or on the Exchange Business Day immediately following the date on which the Payment Obligation and within a reasonable period would otherwise be due pursuant to Section 9(u), as applicable, subject to paragraph (k)(i) below, in satisfaction, subject to paragraph (k)(ii) below, of time if Bank has the Payment ObligationObligation in the manner reasonably requested by Dealer free of payment.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. (i) In lieu of (A) designating an Early Termination Date as the result of an Event of Default or Termination Event, (B) terminating the Transaction and determining a Cancellation Amount as the result of an Additional Disruption Event, or (C) terminating the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and Payment would otherwise be applicable, Bank shall be entitled to designate an early settlement date (the “Bank Early Settlement Date”), in which case the Settlement Date shall be accelerated to the Bank Early Settlement Date and Physical Settlement shall apply; provided that Bank may in its sole discretion elect to permit Counterparty to elect Cash Settlement or Net Share Settlement, in which event the Initial Valuation Date would be accelerated to the Bank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion of the Transaction pursuant to Section 12(g), such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Date, as the case may be, shall occur only with respect to the portion of the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such event. For the avoidance of doubt, if the Bank Early Settlement Date occurs during a Valuation Period, then settlement in respect of the Valued Shares for all Valuation Dates in such Valuation Period occurring on or prior to the Bank Early Settlement Date (the aggregate number of such Valued Shares, the “Number of Unwound Shares”) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date or Initial Valuation Date, as the case may be, described in the immediately preceding sentence shall be in respect of a Number of Shares equal to the Number of Shares, minus the Number of Unwound Shares. (ii) If, subject to Section 12(c) below, the settlement of the Transaction has not been subject to acceleration in accordance with Section 12(b)(i) and one party owes the other party any amount in connection with the Transaction pursuant to Section 12.7 or 12.9 of the Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cash) or pursuant to Section 6(d)(ii) of the ISDA Agreement (except in the case of an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, other than (x) an Event of Default of the type described in Section 5(a)(iii), (v), (vi) or (vii) of the ISDA Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), or (v) of the ISDA Agreement that in the case of either (x) or (y) resulted from an event or events outside Counterparty’s 's control) (a “Payment Obligation”), Counterparty shall have the right, in its sole discretion, to (A) if the amount is owed by Bank, require Bank to satisfy any such Payment Obligation or (B) if the amount is owed by Counterparty to satisfy any such Payment Obligation, in either case by delivery of Termination Delivery Units (as defined below) by giving irrevocable telephonic notice to Bank, confirmed in writing within one Business Day, between the hours of 9:00 a.m. and 4:00 p.m. New York time on the Closing Date or Early Termination Date, as applicable (“Notice of Termination Delivery”). Upon Notice of Termination Delivery, the party with the Payment Obligation shall deliver to the other party a number of Termination Delivery Units having a cash value equal to the amount of such Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent acting in a commercially reasonable manner). Settlement relating to any delivery of Termination Delivery Units pursuant to this provision shall occur within three Scheduled Trading Days if Counterparty has the Payment Obligation and within a reasonable period of time if Bank has the Payment Obligation.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If Issuer shall owe Dealer any amount pursuant to Sections 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions or pursuant to Section 6(d)(ii) of the Agreement (ia “Payment Obligation”), Issuer shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) In lieu of (A) designating an by giving irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 9:30 A.M. New York City time on the Merger Date, Tender Offer Date, Announcement Date, Early Termination Date as the result or date of an Event cancellation or termination in respect of Default or Termination another Extraordinary Event, as applicable (B) terminating the Transaction and determining a Cancellation Amount as the result “Notice of an Additional Disruption Event, or (C) terminating the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and Payment would otherwise be applicable, Bank shall be entitled to designate an early settlement date (the “Bank Early Settlement DateShare Termination”), in which case the Settlement Date shall be accelerated to the Bank Early Settlement Date and Physical Settlement shall apply; provided that Bank may if Issuer does not elect to satisfy its Payment Obligation by the Share Termination Alternative, Dealer shall have the right, in its sole discretion discretion, to elect to permit Counterparty require Issuer to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Issuer’s failure to elect Cash Settlement or Net Share Settlement, in which event the Initial Valuation Date would be accelerated election to the Bank Early Settlement Date. In contrary; and provided further that Issuer shall not have the case of an Additional Termination Event with respect right to a portion of the Transaction pursuant to Section 12(g)so elect (but, such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Date, as the case may be, shall occur only with respect to the portion of the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such event. For for the avoidance of doubt, if Dealer shall have the Bank Early Settlement Date occurs during a Valuation Period, then settlement in respect of the Valued Shares for all Valuation Dates in such Valuation Period occurring on or prior right to the Bank Early Settlement Date (the aggregate number of such Valued Shares, the “Number of Unwound Shares”so elect) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date or Initial Valuation Date, as the case may be, described in the immediately preceding sentence shall be event of (i) an Insolvency, a Nationalization, a Tender Offer or a Merger Event, in respect of a Number of Shares equal to the Number of Shareseach case, minus the Number of Unwound Shares. (ii) If, subject to Section 12(c) below, the settlement of the Transaction has not been subject to acceleration in accordance with Section 12(b)(i) and one party owes the other party any amount in connection with the Transaction pursuant to Section 12.7 or 12.9 of the Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cashcash or (ii) or pursuant to Section 6(d)(ii) of the ISDA Agreement (except in the case of an Event of Default in which Counterparty Issuer is the Defaulting Party or a Termination Event in which Counterparty Issuer is the Affected Party, other than (x) an which Event of Default of the type described in Section 5(a)(iii), (v), (vi) or (vii) of the ISDA Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), or (v) of the ISDA Agreement that in the case of either (x) or (y) resulted from an event or events outside Counterpartywithin Issuer’s control) (a “Payment Obligation”). Upon such Notice of Share Termination, Counterparty the following provisions shall have apply on the rightScheduled Trading Day immediately following the Merger Date, the Tender Offer Date, Announcement Date, Early Termination Date or date of cancellation or termination in its sole discretionrespect of another Extraordinary Event, as applicable: Share Termination Alternative: Applicable and means that Issuer shall deliver to (A) if Dealer the amount is owed by Bank, require Bank to satisfy any such Share Termination Delivery Property on the date on which the Payment Obligation would otherwise be due pursuant to Section 12.7 or (B12.9 of the Equity Definitions or Section 6(d)(ii) if of the amount is owed by Counterparty to satisfy any such Payment Obligation, in either case by delivery of Termination Delivery Units (as defined below) by giving irrevocable telephonic notice to Bank, confirmed in writing within one Business Day, between the hours of 9:00 a.m. and 4:00 p.m. New York time on the Closing Date or Early Termination DateAgreement, as applicable (the “Notice of Share Termination DeliveryPayment Date”). Upon Notice , in satisfaction of Termination Delivery, the party with the Payment Obligation shall deliver to the other party a number of Termination Delivery Units having a cash value equal to the amount of such Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent acting in a commercially reasonable manner). Settlement relating to any delivery of Termination Delivery Units pursuant to this provision shall occur within three Scheduled Trading Days if Counterparty has the Payment Obligation and within a reasonable period of time if Bank has the Payment Obligation.. Share Termination Delivery

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If Dealer shall owe Counterparty any amount pursuant to “Consequences of Merger Events” above or Sections 12.6, 12.7 or 12.9 of the Equity Definitions or pursuant to Section 6(d)(ii) of the Agreement (ia “Payment Obligation”), Counterparty shall have the right, in its sole discretion, to require Dealer to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) In lieu of (A) designating an by giving irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 9:30 A.M. New York City time on the relevant merger date, Announcement Date, Early Termination Date as the result or date of an Event cancellation or termination in respect of Default or Termination another Extraordinary Event, as applicable (B) terminating the Transaction and determining a Cancellation Amount as the result “Notice of an Additional Disruption Event, or (C) terminating the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and Payment would otherwise be applicable, Bank shall be entitled to designate an early settlement date (the “Bank Early Settlement DateShare Termination”), in which case the Settlement Date shall be accelerated to the Bank Early Settlement Date and Physical Settlement shall apply; provided that Bank may if Counterparty does not elect to require Dealer to satisfy its Payment Obligation by the Share Termination Alternative, Dealer shall have the right, in its sole discretion discretion, to elect to permit Counterparty satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Counterparty’s failure to elect Cash Settlement or Net Share Settlement, in which event the Initial Valuation Date would be accelerated election to the Bank Early Settlement Date. In contrary; and provided further that Counterparty shall not have the case of an Additional Termination Event with respect right to a portion of the Transaction pursuant to Section 12(g)so elect (but, such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Date, as the case may be, shall occur only with respect to the portion of the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such event. For for the avoidance of doubt, if Dealer shall have the Bank Early Settlement Date occurs during a Valuation Period, then settlement in respect of the Valued Shares for all Valuation Dates in such Valuation Period occurring on or prior right to the Bank Early Settlement Date (the aggregate number of such Valued Shares, the “Number of Unwound Shares”so elect) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date or Initial Valuation Date, as the case may be, described in the immediately preceding sentence shall be in respect of a Number of Shares equal to the Number of Shares, minus the Number of Unwound Shares. event (iii) If, subject to Section 12(c) below, the settlement of the Transaction has not been subject to acceleration in accordance with Section 12(b)(i) and one party owes the other party any amount in connection with the Transaction pursuant to Section 12.7 or 12.9 of the Definitions (except in the case of an Extraordinary Event Insolvency, a Nationalization or a Merger Event, in each case, in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cash, (ii) or pursuant to Section 6(d)(ii) of the ISDA Agreement (except in the case of an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected PartyParty or an Extraordinary Event, other than (x) an which Event of Default of the type described in Section 5(a)(iii)Default, (v), (vi) or (vii) of the ISDA Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), or (v) of the ISDA Agreement that in the case of either (x) or (y) Extraordinary Event resulted from an event or events outside within Counterparty’s control) (a “Payment Obligation”), . Counterparty shall have be deemed to remake the rightrepresentation set forth in Section 7(a)(i) as of the date it makes such election. Upon such Notice of Share Termination, in its sole discretion, to (A) if the amount is owed by Bank, require Bank to satisfy any such Payment Obligation or (B) if the amount is owed by Counterparty to satisfy any such Payment Obligation, in either case by delivery of Termination Delivery Units (as defined below) by giving irrevocable telephonic notice to Bank, confirmed in writing within one Business Day, between the hours of 9:00 a.m. and 4:00 p.m. New York time following provisions shall apply on the Closing Scheduled Trading Day immediately following the relevant merger date, Announcement Date, Early Termination Date or Early Termination Datedate of cancellation or termination in respect of another Extraordinary Event, as applicable (“Notice of Termination Delivery”). Upon Notice of Termination Delivery, the party with the Payment Obligation shall deliver to the other party a number of Termination Delivery Units having a cash value equal to the amount of such Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent acting in a commercially reasonable manner). Settlement relating to any delivery of Termination Delivery Units pursuant to this provision shall occur within three Scheduled Trading Days if Counterparty has the Payment Obligation and within a reasonable period of time if Bank has the Payment Obligation.applicable:

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. (i) In lieu of (A) designating an Early Termination Date as the result of an Event of Default or Termination Event, (B) terminating the Transaction and determining a Cancellation Amount as the result of an Additional Disruption Event, or (C) terminating the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and Payment would otherwise be applicable, Bank shall be entitled to designate an early settlement date (the “Bank Early Settlement Date”), in which case the Settlement Date shall be accelerated to the Bank Early Settlement Date and Physical Settlement shall apply; provided that Bank may in its sole discretion elect to permit Counterparty to elect Cash Settlement or Net Share Settlement, in which event the Initial Valuation Pricing Date would be accelerated to the Bank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion of the Transaction pursuant to Section 12(g), such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Date, as the case may be, shall occur only with respect to the portion of the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such event. For the avoidance of doubt, if the Bank Early Settlement Date occurs during a Valuation Pricing Period, then settlement in respect of the Valued Priced Shares for all Valuation Dates days in such Valuation Pricing Period occurring on or prior to the date one regular settlement cycle following the Bank Early Settlement Date (the aggregate number of such Valued Priced Shares, the “Number of Unwound Shares”) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date (or Initial Valuation Pricing Date, as the case may be, ) described in the immediately preceding sentence shall be in respect of a Number of Shares equal to the Number of Shares, minus the Number of Unwound Shares. (ii) If, subject to Section 12(c) below, the settlement of the Transaction has not been subject to acceleration in accordance with Section 12(b)(i) and one party owes the other party any amount in connection with the Transaction pursuant to Section 12.7 or 12.9 of the Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cash) or pursuant to Section 6(d)(ii) of the ISDA Agreement (except in the case of an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, other than (x) an Event of Default of the type described in Section 5(a)(iii), (v), (vi) or (vii) of the ISDA Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), or (v) of the ISDA Agreement that in the case of either (x) or (y) resulted from an event or events outside Counterparty’s control) (a “Payment Obligation”), Counterparty shall have the right, in its sole discretion, to (A) if the amount is owed by Bank, require Bank to satisfy any such Payment Obligation or (B) if the amount is owed by Counterparty to satisfy any such Payment Obligation, in either case by delivery of Termination Delivery Units (as defined below) by giving irrevocable telephonic notice to Bank, confirmed in writing within one Business Scheduled Trading Day, between the hours of 9:00 a.m. and 4:00 p.m. New York time on the Closing Date or Early Termination Date, as applicable (“Notice of Termination Delivery”). Upon Notice of Termination Delivery, the party with the Payment Obligation shall deliver to the other party a number of Termination Delivery Units having a cash value equal to the amount of such Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent acting in a commercially reasonable manner). Settlement relating to any delivery of Termination Delivery Units pursuant to this provision shall occur within three Scheduled Trading Days if Counterparty has the Payment Obligation and within a reasonable period of time if Bank has the Payment Obligation.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If either party would owe the other party any amount pursuant to Sections 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions or pursuant to Section 6(d)(ii) of the Agreement (i) In lieu of (A) designating an Early Termination Date as the result of an Event of Default or Termination Event, (B) terminating the Transaction and determining a Cancellation Amount as the result of an Additional Disruption Event, or (C) terminating the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and “Payment would otherwise be applicable, Bank shall be entitled to designate an early settlement date (the “Bank Early Settlement DateObligation”), in which case the Settlement Date shall Payment Obligation will be accelerated to satisfied by the Bank Early Settlement Date and Physical Settlement shall apply; Share Termination Alternative (as defined below), provided that Bank may Counterparty shall have the right, in its sole discretion elect discretion, to permit Counterparty satisfy or to elect Cash Settlement or Net Share Settlement, in which event the Initial Valuation Date would be accelerated require Dealer to the Bank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion of the Transaction pursuant to Section 12(g), such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Datesatisfy, as the case may be, any such Payment Obligation, in whole or in part, by the cash settlement by giving irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 9:30 A.M. New York City time on the Merger Date, Tender Offer Date, Announcement Date, Early Termination Date or date of cancellation or termination in respect of an Extraordinary Event, as applicable (“Notice of Cash Settlement”); provided further that if Dealer would owe Counterparty the Payment Obligation and Counterparty does elect to require Dealer to satisfy such Payment Obligation by cash settlement in whole, Dealer shall occur only with respect have the right, in its sole discretion, to elect to satisfy any portion of such Payment Obligation by the Share Termination Alternative, notwithstanding Counterparty’s failure to elect or election to the portion of contrary; and provided further that Counterparty shall not have the Transaction that Bank right to so elect (or its affiliate) determines is affected by the occurrence of such event. For but, for the avoidance of doubt, if Dealer shall have the Bank Early Settlement Date occurs during a Valuation Period, then settlement in respect of the Valued Shares for all Valuation Dates in such Valuation Period occurring on or prior right to the Bank Early Settlement Date (the aggregate number of such Valued Shares, the “Number of Unwound Shares”so elect) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date or Initial Valuation Date, as the case may be, described in the immediately preceding sentence shall be event of (i) an Insolvency, a Nationalization, a Merger Event or a Tender Offer, in respect of a Number of Shares equal to the Number of Shareseach case, minus the Number of Unwound Shares. (ii) If, subject to Section 12(c) below, the settlement of the Transaction has not been subject to acceleration in accordance with Section 12(b)(i) and one party owes the other party any amount in connection with the Transaction pursuant to Section 12.7 or 12.9 of the Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to all holders of Shares as a result of such event consists solely of cashcash or (ii) or pursuant to Section 6(d)(ii) of the ISDA Agreement (except in the case of an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, other than (x) an which Event of Default of the type described in Section 5(a)(iii), (v), (vi) or (vii) of the ISDA Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), or (v) of the ISDA Agreement that in the case of either (x) or (y) resulted from an event or events outside within Counterparty’s control. Unless Counterparty has provided such Notice of Cash Settlement to Dealer, the following provisions shall apply on the Scheduled Trading Day that is also a Relevant Day immediately following the Merger Date, Tender Offer Date, Announcement Date, Early Termination Date or date of cancellation or termination in respect of an Extraordinary Event, as applicable, with respect to the Payment Obligation or such portion of the Payment Obligation for which the Share Termination Alternative has been elected (the “Applicable Portion”): Share Termination Alternative: Applicable and means, if delivery pursuant to the Share Termination Alternative is owed by Dealer, that Dealer shall deliver to Counterparty the Share Termination Delivery Property on the date on which the Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable, or such later date as the Calculation Agent may reasonably determine (the “Share Termination Payment Date”), in satisfaction of the Payment Obligation or the Applicable Portion, as the case may be; provided that, the parties hereby agree that any purchases by Dealer of Share Termination Delivery Units shall be made solely on Relevant Days. If delivery pursuant to the Share Termination Alternative is owed by Counterparty, paragraphs 2 through 5 of Annex A shall apply as if such delivery were a settlement of the Transaction to which Net Share Settlement (as defined in Annex A) applied, the Cash Settlement Payment Date were the Early Termination Date, the Forward Cash Settlement Amount were zero (0) minus the Payment Obligation (or the Applicable Portion, as the case may be) owed by Counterparty, and “Payment Obligation”Shares” as used in Annex A were replaced by “Share Termination Delivery Units.” In order for Counterparty to elect the Share Termination Alternative available under this Section 10(a), Counterparty shall have represent and warrant, as of the right, in its sole discretiondate of any election by Counterparty of the Share Termination Alternative, to and for the benefit of, and agrees with, Dealer that (A) if none of Counterparty and its officers and directors is making such election “on the amount is owed by Bank, require Bank to satisfy basis of” (within the meaning of Rule 10b5-1 under the Exchange Act) any such Payment Obligation material nonpublic information regarding Counterparty or the Shares and (B) if the amount is owed all reports and other documents filed by Counterparty with the Securities and Exchange Commission pursuant to satisfy the Exchange Act when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such Payment Obligationreports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in either case by delivery the light of Termination Delivery Units (as defined below) by giving irrevocable telephonic notice to Bankthe circumstances in which they were made, confirmed in writing within one Business Day, between the hours of 9:00 a.m. and 4:00 p.m. New York time on the Closing Date or Early Termination Date, as applicable (“Notice of Termination Delivery”). Upon Notice of Termination Delivery, the party with the Payment Obligation shall deliver to the other party a number of Termination Delivery Units having a cash value equal to the amount of such Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent acting in a commercially reasonable manner). Settlement relating to any delivery of Termination Delivery Units pursuant to this provision shall occur within three Scheduled Trading Days if Counterparty has the Payment Obligation and within a reasonable period of time if Bank has the Payment Obligationnot misleading.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If (ia) In lieu of (A) designating an Early Termination Date (whether as the a result of an Event of Default or a Termination Event, (B) terminating occurs or is designated with respect to the Transaction and determining a Cancellation Amount as the result of an Additional Disruption Event, or (Cb) terminating the Transaction and determining an amount payable in connection with is cancelled or terminated upon the occurrence of an Extraordinary Event and if Company would owe any amount to which Dealer pursuant to Section 6(d)(ii) of the Agreement or any Cancellation and Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment would otherwise be Obligation”), then Company shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Company gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York 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, as applicable, Bank of its election that the Share Termination Alternative shall be entitled not apply, (b) Company remakes the representation set forth in Section 8(g) as of the date of such election and (c) Dealer agrees, in its commercially reasonable discretion, to designate an early settlement date (the “Bank Early Settlement Date”)such election, in which case the Settlement Date shall be accelerated to the Bank Early Settlement Date and Physical Settlement shall apply; provided that Bank may in its sole discretion elect to permit Counterparty to elect Cash Settlement provisions of Section 12.7 or Net Share Settlement, in which event the Initial Valuation Date would be accelerated to the Bank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion Section 12.9 of the Transaction pursuant to Equity Definitions, or the provisions of Section 12(g), such acceleration 6(d)(ii) and Section 6(e) of the Settlement Date or, if so permitted by Bank, the Initial Valuation DateAgreement, as the case may be, shall occur only with respect apply. Share Termination Alternative: If applicable, Company shall deliver to Dealer the portion of Share Termination Delivery Property on the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such event. For the avoidance of doubt, if the Bank Early Settlement Date occurs during a Valuation Period, then settlement in respect of the Valued Shares for all Valuation Dates in such Valuation Period occurring on or prior to the Bank Early Settlement Date date (the aggregate number of such Valued Shares, the “Number of Unwound SharesShare Termination Payment Date”) shall occur as provided in Section 5 aboveon, and or within a commercially reasonable period of time after, which the acceleration of the Settlement Date or Initial Valuation Date, as the case may be, described in the immediately preceding sentence shall Payment Obligation would otherwise be in respect of a Number of Shares equal to the Number of Shares, minus the Number of Unwound Shares. (ii) If, subject to Section 12(c) below, the settlement of the Transaction has not been subject to acceleration in accordance with Section 12(b)(i) and one party owes the other party any amount in connection with the Transaction due pursuant to Section 12.7 or Section 12.9 of the Equity Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cash) or pursuant to Section 6(d)(ii) of the ISDA Agreement (except Agreement, as applicable, subject to Section 9(k)(i) below, in the case of an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Partysatisfaction, other than (xsubject to Section 9(k)(ii) an Event of Default below, of the type described in Section 5(a)(iii), (v), (vi) or (vii) of the ISDA Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), or (v) of the ISDA Agreement that in the case of either (x) or (y) resulted from an event or events outside Counterparty’s control) (a “Payment Obligation”), Counterparty shall have the right, in its sole discretion, to (A) if the amount is owed by Bank, require Bank to satisfy any such Payment Obligation or (B) if the amount is owed by Counterparty to satisfy any such relevant Payment Obligation, in either case the manner reasonably requested by delivery Dealer free of payment. Share Termination Delivery Units (as defined below) by giving irrevocable telephonic notice to Bank, confirmed in writing within one Business Day, between the hours Property: A number of 9:00 a.m. and 4:00 p.m. New York time on the Closing Date or Early Share Termination DateDelivery Units, as applicable (“Notice of Termination Delivery”). Upon Notice of Termination Deliverycalculated by the Calculation Agent, the party with the Payment Obligation shall deliver to the other party a number of Termination Delivery Units having a cash value equal to the relevant Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the amount of such Payment Obligation (such number of Share Termination Delivery Units Property by replacing any fractional portion of a security therein with an amount of cash equal to be delivered the value of such fractional security based on the values used to be determined by calculate the Calculation Agent acting in a commercially reasonable manner). Settlement relating Share Termination Unit Price (without giving effect to any delivery of Termination Delivery Units discount pursuant to this provision shall occur within three Scheduled Trading Days if Counterparty has the Payment Obligation and within a reasonable period of time if Bank has the Payment ObligationSection 9(k)(i)).

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. (i) In lieu of (A) designating an Early Termination Date as the result of an Event of Default or Termination EventEvent as to which the Counterparty is the Defaulting Party or Affected Party, (B) terminating the Transaction and determining a Cancellation Amount as the result of an Additional Disruption Event, or (C) terminating the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and Payment would otherwise be applicable, Bank Citibank shall be entitled to designate an early settlement date (the “Bank Citibank Early Settlement Date”), in which case the Settlement Date shall be accelerated to the Bank Citibank Early Settlement Date and Physical Settlement shall apply; provided that Bank Citibank may in its sole discretion elect to permit Counterparty to elect Cash Settlement or Net Share Physical Settlement, in which event the Initial Valuation Pricing Date would be accelerated to the Bank Citibank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion of the Transaction pursuant to Section 12(g), such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Date, as the case may be, shall occur only with respect to the portion of the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such event. For the avoidance of doubt, if the Bank Citibank Early Settlement Date occurs during a Valuation Pricing Period, then settlement in respect of the Valued Priced Shares for all Valuation Dates days in such Valuation Pricing Period occurring on or prior to the Bank date one regular settlement cycle following the Citibank Early Settlement Date (the aggregate number of such Valued Priced Shares, the “Number of Unwound Shares”) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date (or Initial Valuation Pricing Date, as the case may be, ) described in the immediately preceding sentence shall be in respect of a Number of Shares equal to the Number of Shares, minus the Number of Unwound Shares. (ii) If, subject to Section 12(c) below, the settlement of the Transaction has not been subject to acceleration in accordance with Section 12(b)(i) and one party owes the other party any amount in connection with the Transaction pursuant to Section 12.7 or 12.9 of the Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cash) or pursuant to Section 6(d)(ii) of the ISDA Agreement (except in the case of an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, other than (x) an Event of Default of the type described in Section 5(a)(iii), (v), (vi) or (vii) of the ISDA Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), or (v) of the ISDA Agreement that in the case of either (x) or (y) resulted from an event or events outside Counterparty’s control) (a “Payment Obligation”), Counterparty shall have the right, in its sole discretion, to (A) if the amount is owed by BankCitibank, require Bank Citibank to satisfy any such Payment Obligation or (B) if the amount is owed by Counterparty to satisfy any such Payment Obligation, in either case by delivery of Termination Delivery Units (as defined below) by giving irrevocable telephonic notice to BankCitibank, confirmed in writing within one Business Scheduled Trading Day, between the hours of 9:00 a.m. and 4:00 p.m. New York time on the Closing Date or Early Termination Date, as applicable (“Notice of Termination Delivery”). Upon Notice of Termination Delivery, the party with the Payment Obligation shall deliver to the other party a number of Termination Delivery Units having a cash value equal to the amount of such Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent acting in a commercially reasonable manner). Settlement relating to any delivery of Termination Delivery Units pursuant to this provision shall occur within three Scheduled Trading Days if Counterparty has the Payment Obligation and within a reasonable period of time if Bank Citibank has the Payment Obligation.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If Dealer shall owe Counterparty any amount pursuant to Section 6(d)(ii) of the Agreement (i) In lieu of (A) designating an Early Termination Date as the result of an Event of Default or Termination Event, (B) terminating the Transaction and determining a Cancellation Amount as the result of an Additional Disruption Event, or (C) terminating the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and “Payment would otherwise be applicable, Bank shall be entitled to designate an early settlement date (the “Bank Early Settlement DateObligation”), in which case Counterparty shall have the Settlement Date shall be accelerated to the Bank Early Settlement Date and Physical Settlement shall apply; provided that Bank may right, in its sole discretion elect discretion, to permit Counterparty require Dealer to elect Cash Settlement or Net Share Settlement, in which event the Initial Valuation Date would be accelerated to the Bank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion of the Transaction pursuant to Section 12(g), satisfy any such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Date, as the case may be, shall occur only with respect to the portion of the Transaction that Bank (or its affiliate) determines is affected Payment Obligation by the occurrence of such event. For Share Termination Alternative (as defined below) by giving irrevocable telephonic notice to Dealer, confirmed in writing (which, for the avoidance of doubt, if may be by email) within one Scheduled Trading Day (which written confirmation shall contain the Bank representation and warranty set forth in Section 7(a)(i)), no later than 9:30 A.M., New York City time, on the relevant Early Settlement Termination Date occurs during a Valuation Period, then settlement or date of cancellation or termination in respect of an Extraordinary Event, as applicable (“Notice of Share Termination”); provided that if Counterparty does not elect to require Dealer to satisfy its Payment Obligation by the Valued Shares for all Valuation Dates Share Termination Alternative, Dealer shall have the right, in such Valuation Period occurring on its sole discretion, to elect to satisfy its Payment Obligation by the Share Termination Alternative, notwithstanding Counterparty’s failure to elect or prior election to the Bank Early Settlement Date contrary; and provided further that Counterparty shall not have the right to so elect (but, for the aggregate number avoidance of such Valued Sharesdoubt, Dealer shall have the “Number of Unwound Shares”right to so elect) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date or Initial Valuation Date, as the case may be, described in the immediately preceding sentence shall be event of (i) an Insolvency, a Nationalization or a Merger Event, in respect of a Number of Shares equal to the Number of Shareseach case, minus the Number of Unwound Shares. (ii) If, subject to Section 12(c) below, the settlement of the Transaction has not been subject to acceleration in accordance with Section 12(b)(i) and one party owes the other party any amount in connection with the Transaction pursuant to Section 12.7 or 12.9 of the Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cashcash or (ii) or pursuant to Section 6(d)(ii) of the ISDA Agreement (except in the case of an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected PartyParty or an Extraordinary Event, other than (x) an which Event of Default of the type described in Section 5(a)(iii)Default, (v), (vi) or (vii) of the ISDA Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), or (v) of the ISDA Agreement that in the case of either (x) or (y) Extraordinary Event resulted from an event or events outside within Counterparty’s control) (a “Payment Obligation”). Upon such Notice of Share Termination, Counterparty the following provisions shall have the right, in its sole discretion, to (A) if the amount is owed by Bank, require Bank to satisfy any such Payment Obligation or (B) if the amount is owed by Counterparty to satisfy any such Payment Obligation, in either case by delivery of Termination Delivery Units (as defined below) by giving irrevocable telephonic notice to Bank, confirmed in writing within one Business Day, between the hours of 9:00 a.m. and 4:00 p.m. New York time apply on the Closing Scheduled Trading Day immediately following the relevant merger date, Announcement Date, Early Termination Date or Early Termination Datedate of cancellation or termination in respect of an Extraordinary Event, as applicable (“Notice of Termination Delivery”). Upon Notice of Termination Delivery, the party with the Payment Obligation shall deliver to the other party a number of Termination Delivery Units having a cash value equal to the amount of such Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent acting in a commercially reasonable manner). Settlement relating to any delivery of Termination Delivery Units pursuant to this provision shall occur within three Scheduled Trading Days if Counterparty has the Payment Obligation and within a reasonable period of time if Bank has the Payment Obligation.applicable:

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If either party would owe the other party any amount pursuant to Sections 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions or pursuant to Section 6(d)(ii) of the Agreement (i) In lieu of (A) designating an Early Termination Date as the result of an Event of Default or Termination Event, (B) terminating the Transaction and determining a Cancellation Amount as the result of an Additional Disruption Event, or (C) terminating the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and “Payment would otherwise be applicable, Bank shall be entitled to designate an early settlement date (the “Bank Early Settlement DateObligation”), in which case the Settlement Date shall Payment Obligation will be accelerated to satisfied by the Bank Early Settlement Date and Physical Settlement shall apply; Share Termination Alternative (as defined below), provided that Bank may Counterparty shall have the right, in its sole discretion elect discretion, to permit Counterparty satisfy or to elect Cash Settlement or Net Share Settlement, in which event the Initial Valuation Date would be accelerated require Dealer to the Bank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion of the Transaction pursuant to Section 12(g), such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Datesatisfy, as the case may be, any such Payment Obligation, in whole or in part, by the cash settlement by giving irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 9:30 A.M. New York City time on the Merger Date, Tender Offer Date, Announcement Date, Early Termination Date or date of cancellation or termination in respect of an Extraordinary Event, as applicable (“Notice of Cash Settlement”); provided further that if Dealer would owe Counterparty the Payment Obligation and Counterparty does elect to require Dealer to satisfy such Payment Obligation by cash settlement in whole, Dealer shall occur only with respect have the right, in its sole discretion, to elect to satisfy any portion of such Payment Obligation by the Share Termination Alternative, notwithstanding Counterparty’s failure to elect or election to the portion of contrary; and provided further that Counterparty shall not have the Transaction that Bank right to so elect (or its affiliate) determines is affected by the occurrence of such event. For but, for the avoidance of doubt, if Dealer shall have the Bank Early Settlement Date occurs during a Valuation Period, then settlement in respect of the Valued Shares for all Valuation Dates in such Valuation Period occurring on or prior right to the Bank Early Settlement Date (the aggregate number of such Valued Shares, the “Number of Unwound Shares”so elect) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date or Initial Valuation Date, as the case may be, described in the immediately preceding sentence shall be event of (i) an Insolvency, a Nationalization, a Merger Event or a Tender Offer, in respect of a Number of Shares equal to the Number of Shareseach case, minus the Number of Unwound Shares. (ii) If, subject to Section 12(c) below, the settlement of the Transaction has not been subject to acceleration in accordance with Section 12(b)(i) and one party owes the other party any amount in connection with the Transaction pursuant to Section 12.7 or 12.9 of the Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to all holders of Shares as a result of such event consists solely of cashcash or (ii) or pursuant to Section 6(d)(ii) of the ISDA Agreement (except in the case of an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, other than (x) an which Event of Default of the type described in Section 5(a)(iii), (v), (vi) or (vii) of the ISDA Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), or (v) of the ISDA Agreement that in the case of either (x) or (y) resulted from an event or events outside within Counterparty’s control) (. Unless Counterparty has provided such Notice of Cash Settlement to Dealer, the following provisions shall apply on the Scheduled Trading Day that is also a “Payment Obligation”)Relevant Day immediately following the Merger Date, Counterparty shall have Tender Offer Date, Announcement Date, Early Termination Date or date of cancellation or termination in respect of an Extraordinary Event, as applicable, with respect to the right, in its sole discretion, to (A) if the amount is owed by Bank, require Bank to satisfy any such Payment Obligation or (B) if the amount is owed by Counterparty to satisfy any such Payment Obligation, in either case by delivery portion of Termination Delivery Units (as defined below) by giving irrevocable telephonic notice to Bank, confirmed in writing within one Business Day, between the hours of 9:00 a.m. and 4:00 p.m. New York time on the Closing Date or Early Termination Date, as applicable (“Notice of Termination Delivery”). Upon Notice of Termination Delivery, the party with the Payment Obligation shall deliver to for which the other party a number of Share Termination Delivery Units having a cash value equal to Alternative has been elected (the amount of such Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent acting in a commercially reasonable manner). Settlement relating to any delivery of Termination Delivery Units pursuant to this provision shall occur within three Scheduled Trading Days if Counterparty has the Payment Obligation and within a reasonable period of time if Bank has the Payment Obligation.“Applicable Portion”):