Common use of Certain Changes In Law Clause in Contracts

Certain Changes In Law. If there shall occur any Change In Law specified in clause (Y) of the definition thereof, KBCM will, in lieu of immediately exercising rights under clause (e) under the heading “Acceleration Events” above, notify Party B of the relevant change and provide in reasonable detail the reason for the “materially increased cost” referred to in the definition of Change In Law, and KBCM and Party B will negotiate in good faith for at least 30 calendar days to amend this Master Confirmation to take account of such “materially increased cost.” Such amendment may, if agreed by KBCM and Party B, result in a Change In Law specified in clause (Y) of the definition thereof being treated as if it were a Change In Law specified in clause (X) of the definition thereof, as described in clause (e) under the heading “Acceleration Events” above. During the continuance of such negotiations, the parties will continue to perform all of their respective duties and obligations under this Master Confirmation and in respect of each Transaction. If KBCM and Party B are able to agree on a mutually acceptable amendment, such amendment will be effective from the date of such agreement, and the relevant Change In Law shall not constitute an Acceleration Event for purposes of this Master Confirmation (it being understood, for the avoidance of doubt, that nothing in this sentence shall prevent a subsequent event from being deemed to constitute a Change In Law). If, after negotiating in good faith for at least 30 calendar days to so amend this Master Confirmation, KBCM and Party B do not agree on such an amendment, the relevant Change In Law specified in clause (Y) of the definition thereof shall treated as if it were a Change In Law specified in clause (X) of the definition thereof, and KBCM may treat such Change in Law as an Acceleration Event and exercise its rights under clause (e) under the heading “Acceleration Events” above. It is the intent of KBCM and Party B that the purchase of Shares by KBCM during any Unwind Period of any Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and that this Master Confirmation and each Supplemental Confirmation be interpreted to comply with the requirements of Rule 10b5-1(c). Party B acknowledges that, except as otherwise provided herein, (i) during any Unwind Period of any Transaction, Party B does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by KBCM (or its agent or affiliate) in connection with this Master Confirmation or the Supplemental Confirmation for such Transaction and (ii) Party B is entering into the Agreement and this Master Confirmation and will enter into all Supplemental Confirmations in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 under the Exchange Act. Party B hereby agrees with KBCM that during any Unwind Period for any Transaction, Party B shall not communicate, directly or indirectly, any material non-public information (within the meaning of federal securities laws) to any Equity Personnel (as defined below). For the avoidance of doubt and solely by way of illustration, information should be presumed “material” if it relates to such matters as dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline of orders, significant merger or acquisition proposals or agreements, significant new products or discoveries, extraordinary borrowing, major litigation, liquidity problems, extraordinary management developments, purchase or sale of substantial assets, or other similar information. For purposes of any Transaction, “Equity Personnel” means any persons hereafter designated as such by KBCM to Party B.

Certain Changes In Law. If there shall occur any Change In Law specified in clause (Y) of the definition thereof, KBCM Dealer will, in lieu of immediately exercising rights under clause (e) under the heading “Acceleration Events” above, notify Party B of the relevant change and provide in reasonable detail the reason for the “materially increased cost” referred to in the definition of Change In Law, and KBCM Dealer and Party B will negotiate in good faith for at least 30 calendar days to amend this Master Confirmation to take account of such “materially increased cost.” Such amendment may, if agreed by KBCM Dealer and Party B, result in a Change In Law specified in clause (Y) of the definition thereof being treated as if it were a Change In Law specified in clause (X) of the definition thereof, as described in clause (e) under the heading “Acceleration Events” above. During the continuance of such negotiations, the parties will continue to perform all of their respective duties and obligations under this Master Confirmation and in respect of each Transaction. If KBCM Dealer and Party B are able to agree on a mutually acceptable amendment, such amendment will be effective from the date of such agreement, and the relevant Change In Law shall not constitute an Acceleration Event for purposes of this Master Confirmation (it being understood, for the avoidance of doubt, that nothing in this sentence shall prevent a subsequent event from being deemed to constitute a Change In Law). If, after negotiating in good faith for at least 30 calendar days to so amend this Master Confirmation, KBCM Dealer and Party B do not agree on such an amendment, the relevant Change In Law specified in clause (Y) of the definition thereof shall treated as if it were a Change In Law specified in clause (X) of the definition thereof, and KBCM Dealer may treat such Change in Law as an Acceleration Event and exercise its rights under clause (e) under the heading “Acceleration Events” above. It is the intent of KBCM Dealer and Party B that the purchase of Shares by KBCM Dealer during any Unwind Period of any Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and that this Master Confirmation and each Supplemental Confirmation be interpreted to comply with the requirements of Rule 10b5-1(c). Party B acknowledges that, except as otherwise provided herein, (i) during any Unwind Period of any Transaction, Party B does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by KBCM Dealer (or its agent or affiliate) in connection with this Master Confirmation or the Supplemental Confirmation for such Transaction and (ii) Party B is entering into the Agreement and this Master Confirmation and will enter into all Supplemental Confirmations in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 under the Exchange Act. Party B hereby agrees with KBCM Dealer that during any Unwind Period for any Transaction, Party B shall not communicate, directly or indirectly, any material non-public information (within the meaning of federal securities laws) to any Equity Personnel (as defined below). For the avoidance of doubt and solely by way of illustration, information should be presumed “material” if it relates to such matters as dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline of orders, significant merger or acquisition proposals or agreements, significant new products or discoveries, extraordinary borrowing, major litigation, liquidity problems, extraordinary management developments, purchase or sale of substantial assets, or other similar information. For purposes of any Transaction, “Equity Personnel” means any persons hereafter designated employee of [●]. The parties intend for this Master Confirmation and each Supplemental Confirmation to constitute a “Contract” as such described in the letter dated October 6, 2003 submitted by KBCM Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxxxx to Party B.Xxxxx Xxxxxxxx of the staff of the Securities and Exchange Commission (the “Staff”), to which the Staff responded in an interpretive letter dated October 9, 2003.

Certain Changes In Law. If there shall occur any Change In Law specified in clause (Y) of the definition thereof, KBCM Dealer will, in lieu of immediately exercising rights under clause (e) under the heading “Acceleration Events” above, notify Party B of the relevant change and provide in reasonable detail the reason for the “materially increased cost” referred to in the definition of Change In Law, and KBCM Dealer and Party B will negotiate in good faith for at least 30 calendar days to amend this Master Confirmation to take account of such “materially increased cost.” Such amendment may, if agreed by KBCM Dealer and Party B, result in a Change In Law specified in clause (Y) of the definition thereof being treated as if it were a Change In Law specified in clause (X) of the definition thereof, as described in clause (e) under the heading “Acceleration Events” above. During the continuance of such negotiations, the parties will continue to perform all of their respective duties and obligations under this Master Confirmation and in respect of each Transaction. If KBCM Dealer and Party B are able to agree on a mutually acceptable amendment, such amendment will be effective from the date of such agreement, and the relevant Change In Law shall not constitute an Acceleration Event for purposes of this Master Confirmation (it being understood, for the avoidance of doubt, that nothing in this sentence shall prevent a subsequent event from being deemed to constitute a Change In Law). If, after negotiating in good faith for at least 30 calendar days to so amend this Master Confirmation, KBCM Dealer and Party B do not agree on such an amendment, the relevant Change In Law specified in clause (Y) of the definition thereof shall treated as if it were a Change In Law specified in clause (X) of the definition thereof, and KBCM Dealer may treat such Change in Law as an Acceleration Event and exercise its rights under clause (e) under the heading “Acceleration Events” above. It is the intent of KBCM Dealer and Party B that the purchase of Shares by KBCM Dealer during any Unwind Period of any Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and that this Master Confirmation and each Supplemental Confirmation be interpreted to comply with the requirements of Rule 10b5-1(c). Party B acknowledges that, except as otherwise provided herein, (i) during any Unwind Period of any Transaction, Party B does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by KBCM Dealer (or its agent or affiliate) in connection with this Master Confirmation or the Supplemental Confirmation for such Transaction and (ii) Party B is entering into the Agreement and this Master Confirmation and will enter into all Supplemental Confirmations in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 under the Exchange Act. Party B hereby agrees with KBCM Dealer that during any Unwind Period for any Transaction, Party B shall not communicate, directly or indirectly, any material non-public information (within the meaning of federal securities laws) to any Equity Personnel (as defined below). For the avoidance of doubt and solely by way of illustration, information should be presumed “material” if it relates to such matters as dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline of orders, significant merger or acquisition proposals or agreements, significant new products or discoveries, extraordinary borrowing, major litigation, liquidity problems, extraordinary management developments, purchase or sale of substantial assets, or other similar information. For purposes of any Transaction, “Equity Personnel” means any persons hereafter designated employee of [●]. Interpretive Letter: The parties intend for this Master Confirmation and each Supplemental Confirmation to constitute a “Contract” as such described in the letter dated October 6, 2003 submitted by KBCM Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxxxx to Xxxxx Xxxxxxxx of the staff of the Securities and Exchange Commission (the “Staff”), to which the Staff responded in an interpretive letter dated October 9, 2003. Restricted Shares: With respect to any Transaction, if Party B.B is unable to comply with clause (h) of “Covenants of Party B” above in this Section 3 because of a change in law or a change in interpretation or the policy of the Securities and Exchange Commission or its staff, or Dealer otherwise determines in its reasonable, good faith opinion based on the advice of outside counsel that any Shares to be delivered to Dealer by Party B may not be freely returned by Dealer to securities lenders as described in clause (h) of “Covenants of Party B” above in this Section 3, then delivery of any Shares (the “Restricted Shares”) shall be effected as follows:

Certain Changes In Law. If there shall occur any Change In Law specified in clause (Y) of the definition thereof, KBCM will, in lieu of immediately exercising rights under clause (e) under the heading “Acceleration Events” above, notify Party B of the relevant change and provide in reasonable detail the reason for the “materially increased cost” referred to in the definition of Change In Law, and KBCM and Party B will negotiate in good faith for at least 30 calendar days to amend this Master Confirmation to take account of such “materially increased cost.” Such amendment may, if agreed by KBCM and Party B, result in a Change In Law specified in clause (Y) of the definition thereof being treated as if it were a Change In Law specified in clause (X) of the definition thereof, as described in clause (e) under the heading “Acceleration Events” above. During the continuance of such negotiations, the parties will continue to perform all of their respective duties and obligations under this Master Confirmation and in respect of each Transaction. If KBCM and Party B are able to agree on a mutually acceptable amendment, such amendment will be effective from the date of such agreement, and the relevant Change In Law shall not constitute an Acceleration Event for purposes of this Master Confirmation (it being understood, for the avoidance of doubt, that nothing in this sentence shall prevent a subsequent event from being deemed to constitute a Change In Law). If, after negotiating in good faith for at least 30 calendar days to so amend this Master Confirmation, KBCM and Party B do not agree on such an amendment, the relevant Change In Law specified in clause (Y) of the definition thereof shall treated as if it were a Change In Law specified in clause (X) of the definition thereof, and KBCM may treat such Change in Law as an Acceleration Event and exercise its rights under clause (e) under the heading “Acceleration Events” above. Rule 10b5-1: It is the intent of KBCM and Party B that the purchase of Shares by KBCM during any Unwind Period of any Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and that this Master Confirmation and each Supplemental Confirmation be interpreted to comply with the requirements of Rule 10b5-1(c). Party B acknowledges that, except as otherwise provided herein, (i) during any Unwind Period of any Transaction, Party B does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by KBCM (or its agent or affiliate) in connection with this Master Confirmation or the Supplemental Confirmation for such Transaction and (ii) Party B is entering into the Agreement and this Master Confirmation and will enter into all Supplemental Confirmations in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 under the Exchange Act. Party B hereby agrees with KBCM that during any Unwind Period for any Transaction, Party B shall not communicate, directly or indirectly, any material non-public information (within the meaning of federal securities laws) to any Equity Personnel (as defined below). For the avoidance of doubt and solely by way of illustration, information should be presumed “material” if it relates to such matters as dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline of orders, significant merger or acquisition proposals or agreements, significant new products or discoveries, extraordinary borrowing, major litigation, liquidity problems, extraordinary management developments, purchase or sale of substantial assets, or other similar information. For purposes of any Transaction, “Equity Personnel” means any persons hereafter designated as such by KBCM to Party B.

Certain Changes In Law. If there shall occur any Change In Law specified in clause (Y) of the definition thereof, KBCM BNYM will, in lieu of immediately exercising rights under clause (e) under the heading “Acceleration Events” above, notify Party B of the relevant change and provide in reasonable detail the reason for the “materially increased cost” referred to in the definition of Change In Law, and KBCM BNYM and Party B will negotiate in good faith for at least 30 calendar days to amend this Master Confirmation to take account of such “materially increased cost.” Such amendment may, if agreed by KBCM BNYM and Party B, result in a Change In Law specified in clause (Y) of the definition thereof being treated as if it were a Change In Law specified in clause (X) of the definition thereof, as described in clause (e) under the heading “Acceleration Events” above. During the continuance of such negotiations, the parties will continue to perform all of their respective duties and obligations under this Master Confirmation and in respect of each Transaction. If KBCM BNYM and Party B are able to agree on a mutually acceptable amendment, such amendment will be effective from the date of such agreement, and the relevant Change In Law shall not constitute an Acceleration Event for purposes of this Master Confirmation (it being understood, for the avoidance of doubt, that nothing in this sentence shall prevent a subsequent event from being deemed to constitute a Change In Law). If, after negotiating in good faith for at least 30 calendar days to so amend this Master Confirmation, KBCM BNYM and Party B do not agree on such an amendment, the relevant Change In Law specified in clause (Y) of the definition thereof shall treated as if it were a Change In Law specified in clause (X) of the definition thereof, and KBCM BNYM may treat such Change in Law as an Acceleration Event and exercise its rights under clause (e) under the heading “Acceleration Events” above. It is the intent of KBCM BNYM and Party B that the purchase of Shares by KBCM BNYM during any Unwind Period of any Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and that this Master Confirmation and each Supplemental Confirmation be interpreted to comply with the requirements of Rule 10b5-1(c). Party B acknowledges that, except as otherwise provided herein, (i) during any Unwind Period of any Transaction, Party B does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by KBCM BNYM (or its agent or affiliate) in connection with this Master Confirmation or the Supplemental Confirmation for such Transaction and (ii) Party B is entering into the Agreement and this Master Confirmation and will enter into all Supplemental Confirmations in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 under the Exchange Act. Party B hereby agrees with KBCM that during any Unwind Period for any Transaction, Party B shall not communicate, directly or indirectly, any material non-public information (within the meaning of federal securities laws) to any Equity Personnel (as defined below). For the avoidance of doubt and solely by way of illustration, information should be presumed “material” if it relates to such matters as dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline of orders, significant merger or acquisition proposals or agreements, significant new products or discoveries, extraordinary borrowing, major litigation, liquidity problems, extraordinary management developments, purchase or sale of substantial assets, or other similar information. For purposes of any Transaction, “Equity Personnel” means any persons hereafter designated as such by KBCM to Party B..

Certain Changes In Law. If there shall occur any Change In Law specified in clause (Y) of the definition thereof, KBCM Dealer will, in lieu of immediately exercising rights under clause (ef) under the heading “Acceleration Events” above, notify Party B of the relevant change and provide in reasonable detail the reason for the “materially increased cost” referred to in the definition of Change In Law, and KBCM Dealer and Party B will negotiate in good faith for at least 30 calendar days to amend this Master Confirmation to take account of such “materially increased cost.” Such amendment may, if agreed by KBCM Dealer and Party B, result in a Change In Law specified in clause (Y) of the definition thereof being treated as if it were a Change In Law specified in clause (X) of the definition thereof, as described in clause (e) under the heading “Acceleration Events” above. During the continuance of such negotiations, the parties will continue to perform all of their respective duties and obligations under this Master Confirmation and in respect of each Transaction. If KBCM Dealer and Party B are able to agree on a mutually acceptable amendment, such amendment will be effective from the date of such agreement, and the relevant Change In Law shall not constitute an Acceleration Event for purposes of this Master Confirmation (it being understood, for the avoidance of doubt, that nothing in this sentence shall prevent a subsequent event from being deemed to constitute a Change In Law). If, after negotiating in good faith for at least 30 calendar days to so amend this Master Confirmation, KBCM Dealer and Party B do not agree on such an amendment, the relevant Change In Law specified in clause (Y) of the definition thereof shall treated as if it were a Change In Law specified in clause (X) of the definition thereof, and KBCM Dealer may treat such Change in Law as an Acceleration Event and exercise its rights under clause (ef) under the heading “Acceleration Events” above. It is the intent of KBCM Dealer and Party B that the purchase of Shares by KBCM Dealer during any Unwind Period of any Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and that this Master Confirmation and each Supplemental Confirmation be interpreted to comply with the requirements of Rule 10b5-1(c). Party B acknowledges that, except as otherwise provided herein, (i) during any Unwind Period of any Transaction, Party B does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by KBCM Dealer (or its agent or affiliate) in connection with this Master Confirmation or the Supplemental Confirmation for such Transaction and (ii) Party B is entering into the Agreement and this Master Confirmation and will enter into all Supplemental Confirmations in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 under the Exchange Act. Party B hereby agrees with KBCM Dealer that during any Unwind Period for any Transaction, Party B shall not communicate, directly or indirectly, any material non-public information (within the meaning of federal securities laws) to any Equity Personnel (as defined below). For the avoidance of doubt and solely by way of illustration, information should be presumed “material” if it relates to such matters as dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline of orders, significant merger or acquisition proposals or agreements, significant new products or discoveries, extraordinary borrowing, major litigation, liquidity problems, extraordinary management developments, purchase or sale of substantial assets, or other similar information. For purposes of any Transaction, “Equity Personnel” means any persons hereafter person designated as such by KBCM Dealer. The parties intend for this Master Confirmation and each Supplemental Confirmation to constitute a “Contract” as described in the letter dated October 6, 2003 submitted by Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxxxx to Xxxxx Xxxxxxxx of the staff of the Securities and Exchange Commission (the “Staff”), to which the Staff responded in an interpretive letter dated October 9, 2003. With respect to any Transaction, if Party B.B is unable to comply with clause (h) of “Covenants of Party B” above in this Section 3 because of a change in law or a change in interpretation or the policy of the Securities and Exchange Commission or its staff, or Dealer otherwise determines in its reasonable, good faith opinion based on the advice of outside counsel that any Shares to be delivered to Dealer by Party B may not be freely returned by Dealer to securities lenders as described in clause (h) of “Covenants of Party B” above in this Section 3, then delivery of any Shares (the “Restricted Shares”) shall be effected as follows:

Certain Changes In Law. If there shall occur any Change In Law specified in clause (Y) of the definition thereof, KBCM BNYM will, in lieu of immediately exercising rights under clause (e) under the heading “Acceleration Events” above, notify Party B of the relevant change and provide in reasonable detail the reason for the “materially increased cost” referred to in the definition of Change In Law, and KBCM BNYM and Party B will negotiate in good faith for at least 30 calendar days to amend this Master Confirmation to take account of such “materially increased cost.” Such amendment may, if agreed by KBCM BNYM and Party B, result in a Change In Law specified in clause (Y) of the definition thereof being treated as if it were a Change In Law specified in clause (X) of the definition thereof, as described in clause (e) under the heading “Acceleration Events” above. During the continuance of such negotiations, the parties will continue to perform all of their respective duties and obligations under this Master Confirmation and in respect of each Transaction. If KBCM BNYM and Party B are able to agree on a mutually acceptable amendment, such amendment will be effective from the date of such agreement, and the relevant Change In Law shall not constitute an Acceleration Event for purposes of this Master Confirmation (it being understood, for the avoidance of doubt, that nothing in this sentence shall prevent a subsequent event from being deemed to constitute a Change In Law). If, after negotiating in good faith for at least 30 calendar days to so amend this Master Confirmation, KBCM BNYM and Party B do not agree on such an amendment, the relevant Change In Law specified in clause (Y) of the definition thereof shall treated as if it were a Change In Law specified in clause (X) of the definition thereof, and KBCM BNYM may treat such Change in Law as an Acceleration Event and exercise its rights under clause (e) under the heading “Acceleration Events” above. Rule 10b5-1: It is the intent of KBCM BNYM and Party B that the purchase of Shares by KBCM BNYM during any Unwind Period of any Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and that this Master Confirmation and each Supplemental Confirmation be interpreted to comply with the requirements of Rule 10b5-1(c). Party B acknowledges that, except as otherwise provided herein, (i) during any Unwind Period of any Transaction, Party B does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by KBCM BNYM (or its agent or affiliate) in connection with this Master Confirmation or the Supplemental Confirmation for such Transaction and (ii) Party B is entering into the Agreement and this Master Confirmation and will enter into all Supplemental Confirmations in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 under the Exchange Act. Party B hereby agrees with KBCM BNYM that during any Unwind Period for any Transaction, Party B shall not communicate, directly or indirectly, any material non-public information (within the meaning of federal securities laws) to any Equity Personnel (as defined below). For the avoidance of doubt and solely by way of illustration, information should be presumed “material” if it relates to such matters as dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline of orders, significant merger or acquisition proposals or agreements, significant new products or discoveries, extraordinary borrowing, major litigation, liquidity problems, extraordinary management developments, purchase or sale of substantial assets, or other similar information. For purposes of any Transaction, “Equity Personnel” means any persons hereafter designated as such by KBCM to Party B.employee in The Bank of New York Mellon Global Markets Equity Derivatives Trading Desk but does not include Xxxxxx X. xx Xxxxxxx, Xx.

Certain Changes In Law. If there shall occur any Change In Law specified in clause (Y) of the definition thereof, KBCM BNYM will, in lieu of immediately exercising rights under clause (e) under the heading “Acceleration Events” above, notify Party B of the relevant change and provide in reasonable detail the reason for the “materially increased cost” referred to in the definition of Change In Law, and KBCM BNYM and Party B will negotiate in good faith for at least 30 calendar days to amend this Master Confirmation to take account of such “materially increased cost.” Such amendment may, if agreed by KBCM BNYM and Party B, result in a Change In Law specified in clause (Y) of the definition thereof being treated as if it were a Change In Law specified in clause (X) of the definition thereof, as described in clause (e) under the heading “Acceleration Events” above. During the continuance of such negotiations, the parties will continue to perform all of their respective duties and obligations under this Master Confirmation and in respect of each Transaction. If KBCM BNYM and Party B are able to agree on a mutually acceptable amendment, such amendment will be effective from the date of such agreement, and the relevant Change In Law shall not constitute an Acceleration Event for purposes of this Master Confirmation (it being understood, for the avoidance of doubt, that nothing in this sentence shall prevent a subsequent event from being deemed to constitute a Change In Law). If, after negotiating in good faith for at least 30 calendar days to so amend this Master Confirmation, KBCM BNYM and Party B do not agree on such an amendment, the relevant Change In Law specified in clause (Y) of the definition thereof shall treated as if it were a Change In Law specified in clause (X) of the definition thereof, and KBCM BNYM may treat such Change in Law as an Acceleration Event and exercise its rights under clause (e) under the heading “Acceleration Events” above. It is the intent of KBCM BNYM and Party B that the purchase of Shares by KBCM BNYM during any Unwind Period of any Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and that this Master Confirmation and each Supplemental Confirmation be interpreted to comply with the requirements of Rule 10b5-1(c). Party B acknowledges that, except as otherwise provided herein, (i) during any Unwind Period of any Transaction, Party B does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by KBCM BNYM (or its agent or affiliate) in connection with this Master Confirmation or the Supplemental Confirmation for such Transaction and (ii) Party B is entering into the Agreement and this Master Confirmation and will enter into all Supplemental Confirmations in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 under the Exchange Act. Party B hereby agrees with KBCM BNYM that during any Unwind Period for any Transaction, Party B shall not communicate, directly or indirectly, any material non-public information (within the meaning of federal securities laws) to any Equity Personnel (as defined below). For the avoidance of doubt and solely by way of illustration, information should be presumed “material” if it relates to such matters as dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline of orders, significant merger or acquisition proposals or agreements, significant new products or discoveries, extraordinary borrowing, major litigation, liquidity problems, extraordinary management developments, purchase or sale of substantial assets, or other similar information. For purposes of any Transaction, “Equity Personnel” means any persons hereafter designated as such by KBCM to Party B.employee in The Bank of New York Mellon Global Markets Equity Derivatives Trading Desk but does not include Xxxxxx X. xx Xxxxxxx, Xx.