Common use of Disruption Events Clause in Contracts

Disruption Events. Change in Law: Applicable Failure to Deliver: Not Applicable Insolvency Filing: Applicable Hedging Disruption Event: Applicable Increased Cost of Hedging: Not Applicable Loss of Stock Borrow: Applicable; Section 12.9(b)(iv) of the Equity Definitions is hereby amended by deleting the text from and including “(A)” to and including “(B)” and by deleting the words “in each case”. Maximum Stock Loan Rate: 1.0% Increased Cost of Stock Borrow: Applicable; provided that it shall be a condition to Counterparty’s right to make the election described in clause (C) of Section 12.9(b)(v) of the Equity Definitions that on the date of such election, none of Counterparty, its directors, executive officers, or any person controlling, or exercising influence over, its decision to make such election is in possession of any material non-public information with respect to Counterparty or the Shares; and provided further that, if Counterparty timely makes the election described in clause (A) or (B) of Section 12.9(b)(v) of the Equity Definitions, Counterparty shall thereafter remain entitled to terminate the Transaction pursuant to Section 12.9(b)(v) of the Equity Definitions upon two Scheduled Trading Days’ notice to JPM. Section 12.9(b)(v) of the Equity Definitions is hereby amended by deleting the text from and including “(X)” to and including “(Y)”. Initial Stock Loan Rate: 0.25% Hedging Party: JPM Determining Party: As specified under “Early Termination” Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable

Disruption Events. Change in Law: Applicable Failure to Deliver: Not Applicable Insolvency Filing: Applicable Hedging Disruption Event: Applicable Increased Cost of Hedging: Not Applicable Loss of Stock Borrow: Applicable; provided that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 12.9(b)(iv739 of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by deleting replacing the text from and including parenthetical beginning after the word “(A)regulation” to and including “(B)” and by deleting in the second line thereof the words “in each case(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable; provided that Section 12.9(a)(v) of the Equity Definitions is amended by adding the following: “provided that However, any such inability that occurs solely due to the deterioration of the creditworthiness of the Hedging Party shall not be a Hedging Disruption.” Increased Cost of Hedging: Applicable; provided that Section 12.9(a)(vi) of the Equity Definitions is amended by adding the following: “provided that any such materially increased amount that is incurred solely as a result of the deterioration of the creditworthiness of the Hedging Party shall not be an Increased Cost of Hedging.” Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: 1.0% 200 bps Increased Cost of Stock Borrow: Applicable; provided that it shall be a condition to Counterparty’s right to make the election described in clause (C) of Section 12.9(b)(v) of the Equity Definitions that on the date of such election, none of Counterparty, its directors, executive officers, or any person controlling, or exercising influence over, its decision to make such election is in possession of any material non-public information with respect to Counterparty or the Shares; and provided further that, if Counterparty timely makes the election described in clause (A) or (B) of Section 12.9(b)(v) of the Equity Definitions, Counterparty shall thereafter remain entitled to terminate the Transaction pursuant to Section 12.9(b)(v) of the Equity Definitions upon two Scheduled Trading Days’ notice to JPM. Section 12.9(b)(v) of the Equity Definitions is hereby amended by deleting the text from and including “(X)” to and including “(Y)”. Applicable Initial Stock Loan Rate: 0.25% 50 bps Determining Party: For all applicable events, MSCO; provided that following any determination hereunder and upon written request by Issuer, the Determining Party shall provide Issuer with a reasonably detailed explanation in writing of its determination including, where applicable, a description of the methodology and the basis for such determination. Hedging Party: JPM Determining Party: As specified under “Early Termination” For all applicable events, MSCO Non-Reliance: Applicable Agreements and Acknowledgments Acknowledgements Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable

Disruption Events. Change in Law: Applicable Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by inserting the parenthetical “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof, (ii) by the replacement of the word “Shares” with “Hedge Positions” in clause (X) thereof; (iii) by adding the phrase “or announcement” immediately after the phrase “due to the promulgation” in the third line thereof and adding the phrase “formal or informal” before the word “interpretation” in the same line; (iv) immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date” and (v) adding the following proviso to the end of clause (Y) thereof: “provided that such party has used commercially reasonable efforts to avoid such increased cost on terms acceptable to the Hedging Party”. Failure to Deliver: Not Applicable Inapplicable Insolvency Filing: Applicable Hedging Disruption EventLoss of Stock Borrow: Applicable Maximum Stock Loan Rate: 200 basis points per annum Increased Cost of Stock Borrow: Applicable Initial Stock Loan Rate: 25 basis points per annum Increased Cost of Hedging: Not Applicable Loss of Stock BorrowApplicable. Hedging Disruption: Applicable; provided that: (i) Section 12.9(b)(iv12.9(a)(v) of the Equity Definitions is hereby amended by deleting (a) inserting the text from and including “following words at the end of clause (A)” to and including ) thereof: “(B)in the manner contemplated by the Hedging Party on the Trade Date” and by deleting (b) inserting the words following two phrases at the end of such Section: “in each case”. Maximum Stock Loan Rate: 1.0% Increased Cost For the avoidance of Stock Borrow: Applicable; provided that it doubt, the term “equity price risk” shall be a condition deemed to Counterparty’s right include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to make the election described in clause (C) of Section 12.9(b)(v) of the Equity Definitions that on the date of such election, none of Counterparty, its directors, executive officers, or any person controlling, or exercising influence over, its decision to make such election is in possession of any material non-public information with respect to Counterparty or the Shares; and provided further that, if Counterparty timely makes the election described in clause phrases (A) or (B) of above must be available on commercially reasonable pricing terms.”; and (ii) Section 12.9(b)(v) of the Equity Definitions, Counterparty shall thereafter remain entitled to terminate the Transaction pursuant to Section 12.9(b)(v) of the Equity Definitions upon two Scheduled Trading Days’ notice to JPM. Section 12.9(b)(v12.9(b)(iii) of the Equity Definitions is hereby amended by deleting inserting in the text from and including third line thereof, after the words “(X)” to and including terminate the Transaction”, the words “(Y)or a portion of the Transaction affected by such Hedging Disruption”. Initial Stock Loan Rate: 0.25% Hedging Party: JPM Dealer for all applicable Additional Disruption Events Determining Party: As specified under “Early Termination” Dealer for all applicable Extraordinary Events Acknowledgements: Non-Reliance: Applicable Agreements and Acknowledgments Acknowledgements Regarding Hedging Activities: Applicable Additional AcknowledgmentsAcknowledgements: Applicable