Common use of Physical Settlement Clause in Contracts

Physical Settlement. Notwithstanding Section 9.2(a)(i) of the Equity Definitions, on the Settlement Date for any Settlement of any Transaction, Dealer shall pay to Counterparty an amount equal to the Forward Price for such Transaction on the relevant Valuation Date multiplied by the number of Settlement Shares for such Settlement, and Counterparty shall deliver to Dealer such Settlement Shares. If, on any Settlement Date, the Shares to be delivered by Counterparty to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Dealer, then the portion of the amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares. Settlement Date: For any Settlement of any Transaction, the Valuation Date for such Settlement. Net Share Settlement: On the Net Share Settlement Date for any Settlement of any Transaction to which Net Share Settlement is applicable, if the Net Share Settlement Amount for such Settlement is greater than zero, Counterparty shall deliver a number of Shares equal to such Net Share Settlement Amount (rounded down to the nearest integer) to Dealer, and if such Net Share Settlement Amount is less than zero, Dealer shall deliver a number of Shares equal to the absolute value of such Net Share Settlement Amount (rounded down to the nearest integer) to Counterparty, in either case, in accordance with Section 9.4 of the Equity Definitions, with such Net Share Settlement Date deemed to be a “Settlement Date” for purposes of such Section 9.4, and, in either case, plus cash in lieu of any fractional Shares included in such Net Share Settlement Amount but not delivered due to rounding required hereby, valued at the relevant Settlement Price. Net Share Settlement Date: For any Settlement of any Transaction to which Net Share Settlement is applicable, the date that follows the Valuation Date for such Settlement by one Settlement Cycle. Net Share Settlement Amount: For any Settlement of any Transaction to which Net Share Settlement is applicable, an amount equal to the Forward Cash Settlement Amount for such Settlement divided by the Settlement Price for such Settlement.

Physical Settlement. Notwithstanding Section 9.2(a)(i) of the Equity Definitions, on the Settlement Date for any Settlement of any Transaction, Dealer shall pay to Counterparty an amount equal to the Forward Price for such Transaction on the relevant Valuation Date multiplied by the number of Settlement Shares for such Settlement, and Counterparty shall deliver to Dealer such Settlement Shares. If, on any Settlement Date, the Shares to be delivered by Counterparty to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Dealer, then the portion of the amount Physical Settlement Amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares. Settlement Date: For any Settlement of any Transaction, the Valuation Date for such Settlement. Net Share Settlement: On the Net Share Settlement Date for any Settlement of any Transaction to which Net Share Settlement is applicable, if the Net Share Settlement Amount for such Settlement is greater than zero, Counterparty shall deliver a number of Shares equal to such Net Share Settlement Amount (rounded down to the nearest integer) to Dealer, and if such Net Share Settlement Amount is less than zero, Dealer shall deliver a number of Shares equal to the absolute value of such Net Share Settlement Amount (rounded down to the nearest integer) to Counterparty, in either case, in accordance with Section 9.4 of the Equity Definitions, with such Net Share Settlement Date deemed to be a “Settlement Date” for purposes of such Section 9.4, and, in either case, plus cash in lieu of any fractional Shares included in such Net Share Settlement Amount but not delivered due to rounding required hereby, valued at the relevant Settlement Price. Net Share Settlement Date: For any Settlement of any Transaction to which Net Share Settlement is applicable, the date that follows the Valuation Date for such Settlement by one Settlement Cycle. Net Share Settlement Amount: For any Settlement of any Transaction to which Net Share Settlement is applicable, an amount equal to the Forward Cash Settlement Amount for such Settlement divided by the Settlement Price for such Settlement.

Physical Settlement. Notwithstanding Section 9.2(a)(i) of the Equity Definitions, on the Settlement Date for any Physical Settlement of any Transaction, Dealer shall pay to Counterparty an amount equal to the Forward Price for such Transaction on the relevant Valuation Settlement Date multiplied by the number of Settlement Shares for such SettlementSettlement Date, by wire transfer of immediately available funds as per Counterparty’s Payment Instructions, and Counterparty shall deliver to Dealer such Settlement Shares. If, on any Settlement Date, the Shares to be delivered by Counterparty to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Dealer, then the portion of the amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares. Settlement Date: For any Settlement of any TransactionTransaction to which Physical Settlement is applicable, the Valuation Date for such SettlementSettlement or the date notified to Counterparty as Settlement Date pursuant to the last paragraph under the caption “Settlement Method Election”, as applicable. Net Share Settlement: On the Net Share Settlement Date for any Settlement of any Transaction to which Net Share Settlement is applicable, if the Net Share Cash Settlement Amount for such Settlement is greater less than zero, Counterparty shall deliver a number of Shares equal to such the absolute value of the applicable Net Share Settlement Amount (rounded down to the nearest integer) to Dealer, Dealer and if such Net Share Cash Settlement Amount is less greater than zero, Dealer shall deliver a number of Shares equal to the absolute value of such Net Share Settlement Amount (rounded down to the nearest integer) to Counterparty, in either case, in accordance with Section 9.4 of the Equity Definitions, with such Net Share Settlement Date deemed to be a “Settlement Date” for purposes of such Section 9.4, and, in either case, plus cash in lieu of any fractional Shares included in such Net Share Settlement Amount but not delivered due to rounding required hereby, valued at the relevant Settlement PriceUnwind Purchase Price (as defined below). Net Share Settlement Date: For any Settlement of any Transaction to which Net Share Settlement is applicable, the date that follows the Valuation Date for such Settlement by one Settlement Cycle. Net Share Settlement Amount: For any Settlement of any Transaction to which Net Share Settlement is applicable, an amount equal to the Forward Cash Settlement Amount for such Settlement divided by the Settlement Unwind Purchase Price for such Settlement. Cash Settlement: On the Cash Settlement Payment Date for Settlement of any Transaction to which Cash Settlement is applicable, if the Cash Settlement Amount is greater than zero, Dealer shall pay the Cash Settlement Amount to Counterparty. If the Cash Settlement Amount is less than zero, Counterparty shall pay the absolute value of the Cash Settlement Amount to Dealer. Cash Settlement Payment Date: For any Settlement of any Transaction to which Cash Settlement is applicable, the date that follows the Valuation Date for such Settlement by one Settlement Cycle, or if such date is not a Currency Business Day, the next Currency Business Day.

Physical Settlement. Notwithstanding Section 9.2(a)(i) of the Equity Definitions, on the Settlement Date for any Settlement of any Transaction, Dealer shall pay to Counterparty an amount equal to the Forward Price for such Transaction on the relevant Valuation Date multiplied by the number of Settlement Shares for such Settlement, and Counterparty shall deliver to Dealer such Settlement Shares. If, on any Settlement Date, the Shares to be delivered by Counterparty to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Dealer, then the portion of the amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares. Settlement Date: For any Settlement of any Transaction, the Valuation Date for such Settlement. Net Share Settlement: On the Net Share Settlement Date for any Settlement of any Transaction to which Net Share Settlement is applicable, if the Net Share Settlement Amount for such Settlement is greater than zero, Counterparty shall deliver a number of Shares equal to such Net Share Settlement Amount (rounded down to the nearest integer) to Dealer, and if such Net Share Settlement Amount is less than zero, Dealer shall deliver a number of Shares equal to the absolute value of such Net Share Settlement Amount (rounded down to the nearest integer) to Counterparty, in either case, in accordance with Section 9.4 of the Equity Definitions, with such Net Share Settlement Date deemed to be a “Settlement Date” for purposes of such Section 9.4, and, in either case, plus cash in lieu of any fractional Shares included in such Net Share Settlement Amount but not delivered due to rounding required hereby, valued at the relevant Settlement Price. Net Share Settlement Date: For any Settlement of any Transaction to which Net Share Settlement is applicable, the date that follows the Valuation Date for such Settlement by one Settlement Cycle. Net Share Settlement Amount: For any Settlement of any Transaction to which Net Share Settlement is applicable, an amount equal to the Forward Cash Settlement Amount for such Settlement divided by the Settlement Price for such Settlement. Forward Cash Settlement Amount: Notwithstanding Section 8.5(c) of the Equity Definitions, the Forward Cash Settlement Amount for any Cash Settlement or Net Share Settlement of any Transaction shall be equal to (i) the number of Settlement Shares for such Settlement multiplied by (ii) an amount equal to (A) the Settlement Price for such Settlement minus (B) the Relevant Forward Price for such Settlement.

Physical Settlement. Notwithstanding Section 9.2(a)(i) of the Equity Definitions, on the Settlement Date for any Physical Settlement of any Transaction, Dealer shall pay to Counterparty an amount equal to the Forward Price for such Transaction on the relevant Valuation Settlement Date multiplied by the number of Settlement Shares for such SettlementSettlement Date, by wire transfer of immediately available funds as per Counterparty’s Payment Instructions, and Counterparty shall deliver to Dealer such Settlement Shares. If, on any Settlement Date, the Shares to be delivered by Counterparty to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Dealer, then the portion of the amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares. Settlement Date: For any Settlement of any TransactionTransaction to which Physical Settlement is applicable, the Valuation Date for such SettlementSettlement or the date notified to Counterparty as Settlement Date pursuant to the last paragraph under the caption “Settlement Method Election”, as applicable. Net Share Settlement: Settlement On the Net Share Settlement Date for any Settlement of any Transaction to which Net Share Settlement is applicable, if the Net Share Cash Settlement Amount for such Settlement is greater less than zero, Counterparty shall deliver a number of Shares equal to such the absolute value of the applicable Net Share Settlement Amount (rounded down to the nearest integer) to Dealer, Dealer and if such Net Share Cash Settlement Amount is less greater than zero, Dealer shall deliver a number of Shares equal to the absolute value of such Net Share Settlement Amount (rounded down to the nearest integer) to Counterparty, in either case, in accordance with Section 9.4 of the Equity Definitions, with such Net Share Settlement Date deemed to be a “Settlement Date” for purposes of such Section 9.4, and, in either case, plus cash in lieu of any fractional Shares included in such Net Share Settlement Amount but not delivered due to rounding required hereby, valued at the relevant Settlement PriceUnwind Purchase Price (as defined below). Net Share Settlement Date: For any Settlement of any Transaction to which Net Share Settlement is applicable, the date that follows the Valuation Date for such Settlement by one Settlement Cycle. Net Share Settlement Amount: For any Settlement of any Transaction to which Net Share Settlement is applicable, an amount equal to the Forward Cash Settlement Amount for such Settlement divided by the Settlement Unwind Purchase Price for such Settlement. Cash Settlement: On the Cash Settlement Payment Date for Settlement of any Transaction to which Cash Settlement is applicable, if the Cash Settlement Amount is greater than zero, Dealer shall pay the Cash Settlement Amount to Counterparty. If the Cash Settlement Amount is less than zero, Counterparty shall pay the absolute value of the Cash Settlement Amount to Dealer. Cash Settlement Payment Date: For any Settlement of any Transaction to which Cash Settlement is applicable, the date that follows the Valuation Date for such Settlement by one Settlement Cycle, or if such date is not a Currency Business Day, the next Currency Business Day.

Physical Settlement. Notwithstanding Section 9.2(a)(i) If the Additional Credit Terms specify that Physical Settlement is applicable or if a Fallback Settlement Event has occurred and Physical Settlement is the applicable Fallback Settlement Method, the Issuer will deliver Deliverable Obligations to the Noteholders of Credit Linked Notes in lieu of a cash payment. If Physical Settlement is specified in the Equity DefinitionsAdditional Credit Terms, on the Settlement Date for any Settlement Credit Linked Notes will be redeemed by the delivery of any Transaction, Dealer shall pay to Counterparty a portfolio of Deliverable Obligations. Such portfolio of Deliverable Obligations will have an amount aggregate outstanding principal balance equal to the Forward Price outstanding principal amount of the Credit Linked Notes, rounded down to the nearest whole unit of the Deliverable Obligation and net of certain costs and fees. However, because the relevant Reference Entity has experienced a Credit Event, it is likely that the Deliverable Obligations will be worth considerably less than the outstanding principal amount of the Credit Linked Notes, and, in some cases, may have little or no value. The Deliverable Obligations that the Issuer intends to deliver will be specified in the Notice of Physical Settlement. The Calculation Agent may amend or correct a Notice of Physical Settlement at any time up to and including the Delivery Date. If the Calculation Agent determines, in its sole discretion, that it is impossible or illegal to deliver a Deliverable Obligation specified in the Notice of Physical Settlement, the Issuer has not received obligations equivalent to the Deliverable Obligations specified in the Notice of Physical Settlement from a hedging counterparty for any reason, a consent required for delivery has not been obtained or any Noteholder of a beneficial interest in the Credit Linked Notes has failed to deliver a Delivery Instruction Certificate and/or a blocking instruction, as applicable required for delivery of Deliverable Obligations, the Noteholder may not receive such Transaction Deliverable Obligations on the relevant Valuation Date multiplied by the number of Settlement Shares for such Settlement, and Counterparty shall deliver to Dealer such Settlement SharesInitial Credit Event Delivery Redemption Date. If, on any Settlement DateInstead, the Shares Issuer may wait for up to be 65 Business Days after the Initial Credit Event Delivery Redemption Date before it delivers such Deliverable Obligations and if on such date it has not delivered by Counterparty to Dealer hereunder are or still cannot so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, deliver such Settlement Date to, but excludingDeliverable Obligations, the date Issuer will, in lieu of delivering such Shares are actually delivered to DealerDeliverable Obligation, then the portion of the amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by pay an amount per Credit Linked Note equal to the Forward Price Reduction Amount for pro rata proportion of the market value of such Forward Price Reduction Date, multiplied undelivered Deliverable Obligations in cash on a date no later than the tenth Business Day after the value of all such undelivered Deliverable Obligations has been determined by the number of Deferred SharesCalculation Agent. Settlement Date: For any Settlement of any Transaction, the Valuation Date for such Settlement. Net Share Settlement: On the Net Share Settlement Date for any Settlement of any Transaction to which Net Share Where Physical Settlement is applicable, if the Net Share Issuer is unable to deliver any Deliverable Obligations specified in the Notice of Physical Settlement Amount for such Settlement is greater than zero, Counterparty shall deliver a number of Shares equal to such Net Share Settlement Amount (rounded down on or prior to the nearest integer) Delivery Cut-Off Date to Dealer, and if such Net Share Settlement Amount is less than zero, Dealer shall deliver a number of Shares equal to the absolute value of such Net Share Settlement Amount (rounded down to the nearest integer) to Counterparty, in either case, in accordance with Section 9.4 any Noteholder of the Equity DefinitionsCredit Linked Notes, with the Issuer will pay such Net Share Settlement Date deemed to be a “Settlement Date” for purposes of such Section 9.4, and, in either case, plus Noteholder cash in lieu of any fractional Shares included in delivering such Net Share Settlement Amount but not delivered due to rounding required hereby, valued at the relevant Settlement Price. Net Share Settlement Date: For any Settlement of any Transaction to which Net Share Settlement is applicable, the date that follows the Valuation Date for such Settlement by one Settlement Cycle. Net Share Settlement Amount: For any Settlement of any Transaction to which Net Share Settlement is applicable, an amount equal to the Forward Cash Settlement Amount for such Settlement divided by the Settlement Price for such SettlementDeliverable Obligations.

Physical Settlement. Notwithstanding Section 9.2(a)(i) of the Equity Definitions, on Applicable. On the Settlement Date for any Settlement of any TransactionDate, Dealer shall pay to Counterparty an amount equal to the Forward Price for such Transaction on the relevant Valuation Date multiplied by the number of Settlement Shares for such Settlement, and Counterparty Seller shall deliver to Dealer such Settlement Shares. If, on any Settlement Date, the Shares to be delivered by Counterparty to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Dealer, then the portion of the amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares. Settlement Date: For any Settlement of any Transaction, the Valuation Date for such Settlement. Net Share Settlement: On the Net Share Settlement Date for any Settlement of any Transaction to which Net Share Settlement is applicable, if the Net Share Settlement Amount for such Settlement is greater than zero, Counterparty shall deliver Buyer a number of Shares equal to (a) (i) the Prepayment Amount divided by (ii) the Forward Price as determined on each Valuation Date, minus (b) the Initial Shares (such Net Share number of Shares, the “Settlement Amount (Amount”), rounded down to the nearest integer) to Dealerwhole number of Shares; provided, and however, that if such Net Share the Settlement Amount is less than zero, Dealer then Buyer shall deliver to Seller a number of Shares equal to 100.25% of the absolute value of such Net Share the Settlement Amount (rounded down such number of Shares, the “Payment Shares”); provided further, however if the Buyer chooses to deliver Payment Shares to the nearest integer) Seller, then the conditions set forth in Annex A attached hereto must be satisfied, delivery must be made pursuant to Counterpartythe provisions therein and the Buyer shall be deemed to have made the covenants and representations therein. Notwithstanding the first proviso above, in either caseif the Settlement Amount is less than zero, Buyer may cash settle its obligation to deliver the Payment Shares by delivering to Seller a notice by no later than each Valuation Date electing to cash settle its obligation to deliver the Payment Shares. Any such cash settlement shall be effected in accordance with Section 9.4 of the Equity Definitions, with such Net Share Settlement Date deemed to be a “Settlement Date” for purposes of such Section 9.4, and, in either case, plus cash in lieu of any fractional Shares included in such Net Share Settlement Amount but not delivered due to rounding required hereby, valued at the relevant Settlement Price. Net Share Settlement Date: For any Cash Settlement of any Transaction to which Net Share Settlement is applicablePayment Shares” below. For the avoidance of doubt, upon the date that follows (i) Buyer satisfies its obligation to deliver the Valuation Date for such Payment Shares to Seller in accordance with the terms of this provision or (ii) the Settlement by one Settlement Cycle. Net Share Settlement Amount: For any Balance (as defined below) is reduced to zero in connection with cash settlement of Buyer’s obligation to deliver Payment Shares (as described under “Cash Settlement of any Payment Shares” below), then Buyer shall have no further delivery or payment obligations under the terms of this Transaction and this Transaction shall be deemed to which Net Share Settlement is applicable, an amount equal have been settled as of such date. Any such payment and/or delivery shall be made through the relevant Clearance System(s) to the Forward Cash account(s) specified herein. Settlement Amount for such Settlement divided by the Settlement Price for such Settlement.Currency: USD

Physical Settlement. Notwithstanding Section 9.2(a)(i) of the Equity Definitions, on Applicable. On the Settlement Date for any Settlement of any TransactionDate, Dealer shall pay to Counterparty an amount equal to the Forward Price for such Transaction on the relevant Valuation Date multiplied by the number of Settlement Shares for such Settlement, and Counterparty Seller shall deliver to Dealer such Settlement Shares. If, on any Settlement Date, the Shares to be delivered by Counterparty to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Dealer, then the portion of the amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares. Settlement Date: For any Settlement of any Transaction, the Valuation Date for such Settlement. Net Share Settlement: On the Net Share Settlement Date for any Settlement of any Transaction to which Net Share Settlement is applicable, if the Net Share Settlement Amount for such Settlement is greater than zero, Counterparty shall deliver Buyer a number of Shares equal to (a) (i) the Prepayment Amount divided by (ii) the Forward Price, minus (b) the Initial Shares (such Net Share number of Shares, the “Settlement Amount (Amount”), rounded down to the nearest integerwhole number of Shares; provided that if the Forward Price is equal to or less than the Floor Price, then the Settlement Amount shall be determined as if clause (a)(ii) to Dealerwere replaced with “(ii) the Floor Price”; provided further that if the Settlement Amount is less than zero (the absolute value of such Settlement Amount, and if such Net Share the “Settlement Shares”), then the provisions set forth below under “Counterparty Settlement” shall apply. Settlement Currency: USD Settlement Date: The date that falls one Settlement Cycle after the relevant Valuation Date Counterparty Settlement: If the Settlement Amount is less than zero, then, if Buyer elects to net share settle its obligation to deliver the Settlement Shares by delivering to Seller a notice no later than the Valuation Date (or, if later, the date on which Dealer delivers an Acceleration Notice) (the “Election Deadline”) electing to net share settle its obligation to deliver the Settlement Shares, the provisions set forth in this paragraph shall apply. Buyer shall specify in such notice whether it elects to effect a net share settlement of the Settlement Shares by a registered settlement pursuant to Section 8(a) or a private placement pursuant to Section 8(b); provided that if Buyer delivers such notice but does not validly make such an election, then Section 8(a) shall apply. If Buyer does not deliver such notice on or prior to the Election Deadline, then the cash settlement provisions set forth in the immediately succeeding paragraph shall apply. If Buyer does not validly notify Seller of its election to net share settle its obligation to deliver the Settlement Shares on or prior to the Election Deadline, then on the Valuation Date a number of Shares notional Share balance (the “Cash Settlement Balance”) shall be created with an initial balance equal to the absolute value Settlement Shares. On the Settlement Date, Buyer shall pay to Seller an amount in USD equal to the Settlement Shares multiplied by a price per Share as reasonably determined by the Calculation Agent (such cash amount, the “Initial Cash Settlement Amount”). On the Observation Date immediately following the Valuation Date, Seller may begin purchasing Shares in a commercially reasonable manner (all such Shares purchased, “Cash Settlement Shares”) and a notional cash balance (the “Cash Balance”) shall be created with an initial balance equal to the Initial Cash Settlement Amount. At the end of each Observation Date on which Seller purchases Cash Settlement Shares, Seller shall reduce (i) the Cash Settlement Balance by the number of Cash Settlement Shares purchased on such Observation Date and (ii) the Cash Balance by the aggregate purchase price (including commissions) of the Cash Settlement Shares purchased on such Observation Date. If, on any Observation Date, the Cash Balance is reduced to or below zero but the Cash Settlement Balance is greater than zero, the Buyer shall (i) deliver to Seller or as directed by Seller on the next Currency Business Day after such Observation Date an additional amount in USD (an “Additional Cash Settlement Amount”) equal to the Cash Settlement Balance as of such Net Observation Date multiplied by a price per Share as reasonably determined by the Calculation Agent, and the Cash Balance shall be increased by such amount. This provision shall be applied successively until the Cash Settlement Amount (rounded down Balance is reduced to zero. On the Currency Business Day immediately following the Observation Date that the Cash Settlement Balance is reduced to zero, Seller shall return to Buyer an amount in USD equal to the nearest integerremaining Cash Balance, if any, as of such Observation Date. In making any purchases of Cash Settlement Shares contemplated by this paragraph, Dealer shall use commercially reasonable efforts to purchase such Shares in a manner that would qualify for the safe harbor provided by Rule 10b-18 under the Exchange Act (“Rule 10b-18”) if such purchases were made by or on behalf of Issuer. The period until the Cash Settlement Balance is reduced to Counterparty, in either case, in accordance with Section 9.4 zero shall be considered to be part of the Equity Definitions, with such Net Share Settlement Date deemed to be a “Settlement Date” Calculation Period for purposes of such Section 9.4the representations, andwarranties and covenants and other provisions herein as the context requires (but, in either casefor the avoidance of doubt, plus cash in lieu not for purposes of any fractional Shares included in such Net Share Settlement Amount but not delivered due to rounding required hereby, valued at the relevant Settlement Price. Net Share Settlement Date: For any Settlement of any Transaction to which Net Share Settlement is applicable, the date that follows the Valuation Date for such Settlement by one Settlement Cycle. Net Share Settlement Amount: For any Settlement of any Transaction to which Net Share Settlement is applicable, an amount equal to determining the Forward Cash Settlement Amount for such Settlement divided by the Settlement Price for such SettlementPrice).

Physical Settlement. Notwithstanding Section 9.2(a)(i) of the Equity Definitions, on Applicable. On the Settlement Date for any Settlement of any TransactionDate, Dealer shall pay to Counterparty an amount equal to the Forward Price for such Transaction on the relevant Valuation Date multiplied by the number of Settlement Shares for such Settlement, and Counterparty Seller shall deliver to Dealer such Settlement Shares. If, on any Settlement Date, the Shares to be delivered by Counterparty to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Dealer, then the portion of the amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares. Settlement Date: For any Settlement of any Transaction, the Valuation Date for such Settlement. Net Share Settlement: On the Net Share Settlement Date for any Settlement of any Transaction to which Net Share Settlement is applicable, if the Net Share Settlement Amount for such Settlement is greater than zero, Counterparty shall deliver Buyer a number of Shares equal to (a) (i) the Prepayment Amount divided by (ii) the Forward Price as determined on the relevant Valuation Date, minus (b) the sum of the Initial Shares and the number of Shares delivered, if any, pursuant to the provision opposite the caption “Minimum Share Delivery” below (such Net Share number of Shares, the “Settlement Amount (Amount”), rounded down to the nearest integer) to Dealerwhole number of Shares; provided, and however, that if such Net Share the Settlement Amount is less than zero, Dealer then Buyer shall deliver to Seller a number of Shares equal to 101% of the absolute value of such Net Share the Settlement Amount (rounded down such number of Shares, the “Payment Shares”). Notwithstanding the proviso in the immediately preceding paragraph, if the Settlement Amount is less than zero, Buyer may cash settle its obligation to deliver the nearest integerPayment Shares by delivering to Seller by no later than the relevant Valuation Date (i) a notice electing to Counterpartycash settle its obligation to deliver the Payment Shares and (ii) a written representation that, at the time of such notice, Buyer is not in either case, possession of any material non-public information with respect to Buyer or any of its securities. Any such cash settlement shall be effected in accordance with Section 9.4 of the Equity Definitions, with such Net Share Settlement Date deemed to be a “Settlement Date” for purposes of such Section 9.4, and, in either case, plus cash in lieu of any fractional Shares included in such Net Share Settlement Amount but not delivered due to rounding required hereby, valued at the relevant Settlement Price. Net Share Settlement Date: For any Cash Settlement of any Transaction to which Net Share Settlement is applicablePayment Shares” below. For the avoidance of doubt, upon the date that follows (i) Buyer satisfies its obligation to deliver the Valuation Date for such Payment Shares to Seller in accordance with the terms of this paragraph or (ii) the Settlement by one Settlement Cycle. Net Share Settlement Amount: For any Balance (as defined below) is reduced to zero in connection with cash settlement of Buyer’s obligation to deliver Payment Shares (as described under “Cash Settlement of any Payment Shares” below), Buyer shall have no further delivery or payment obligations under the terms of the Transaction and the Transaction shall be deemed to which Net Share have been settled as of such date. Settlement is applicable, an amount equal to the Forward Cash Settlement Amount for such Settlement divided by the Settlement Price for such Settlement.Currency: USD

Physical Settlement. Notwithstanding Section 9.2(a)(i) of the Equity Definitions, on the Settlement Date for any Physical Settlement of any Transaction, Dealer shall pay to Counterparty an amount in USD equal to the Forward Price for such Transaction on the relevant Valuation Settlement Date multiplied by the number of Settlement Shares for such Settlement, and Counterparty shall deliver to Dealer such Settlement Shares. If, on any Settlement Date, the Shares to be delivered by Counterparty to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Dealer, then the portion of the amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares. Settlement Date: For any Settlement of any TransactionTransaction to which Physical Settlement is applicable, the Valuation Date for such Settlement. Net Share Settlement: On the Net Share Settlement Date for any Settlement of any Transaction to which Net Share Settlement is applicable, if the Net Share Settlement Amount for such Settlement is greater than zero, Counterparty shall deliver a number of Shares equal to such Net Share Settlement Amount (rounded down to the nearest integer) to Dealer, and if such Net Share Settlement Amount is less than zero, Dealer shall deliver a number of Shares equal to the absolute value of such Net Share Settlement Amount (rounded down to the nearest integer) to Counterparty, in either case, in accordance with Section 9.4 of the Equity Definitions, with such Net Share Settlement Date deemed to be a “Settlement Date” for purposes of such Section 9.4, and, in either case, plus cash in lieu of any fractional Shares included in such Net Share Settlement Amount but not delivered due to rounding required hereby, valued at the relevant Settlement Price. Net Share Settlement Date: For any Settlement of any Transaction to which Net Share Settlement is applicable, the date that follows the Valuation Date for such Settlement by one Settlement Cycle. Net Share Settlement Amount: For any Settlement of any Transaction to which Net Share Settlement is applicable, an amount equal to the Forward Cash Settlement Amount for such Settlement divided by the Settlement Price for such Settlement. Forward Cash Settlement Amount: Notwithstanding Section 8.5(c) of the Equity Definitions, the Forward Cash Settlement Amount for any Cash Settlement or Net Share Settlement of any Transaction shall be equal to (i) the number of Settlement Shares for such Settlement multiplied by (ii) an amount equal to (A) the Settlement Price for such Settlement minus (B) the Relevant Forward Price for such Settlement.

Physical Settlement. Notwithstanding Section 9.2(a)(i) of the Equity Definitions, on the Settlement Date for any Settlement of any TransactionDate, Dealer shall pay to Counterparty an amount equal to the Forward Price for such Transaction on the relevant Valuation Date multiplied by the number of Settlement Shares for such Settlement, and Counterparty shall deliver to Dealer such Settlement Shares. If, on any Settlement Date, the Shares to be delivered by Counterparty to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Dealer, then the portion of the amount Physical Settlement Amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares. Settlement Date: For any Settlement of any Transaction, the The Valuation Date for such SettlementDate. Net Share Settlement: On If Net Share Settlement applies, on the Net Share Settlement Date for any Settlement of any Transaction to which Net Share Settlement is applicableDate, if the Net Share Settlement Amount for such Settlement is greater than zero, Counterparty shall deliver a number of Shares equal to such the Net Share Settlement Amount (rounded down to the nearest integer) to Dealer, and if such the Net Share Settlement Amount is less than zero, Dealer shall deliver a number of Shares equal to the absolute value of such the Net Share Settlement Amount (rounded down to the nearest integer) to Counterparty, in either case, in accordance with Section 9.4 of the Equity Definitions, with such the Net Share Settlement Date deemed to be a “Settlement Date” for purposes of such Section 9.4, and, in either case, plus cash in lieu of any fractional Shares included in such the Net Share Settlement Amount but not delivered due to rounding required hereby, valued at the relevant Settlement Price. Net Share Settlement Date: For any Settlement of any Transaction to which Net Share Settlement is applicable, the The date that follows is one Settlement Cycle following the Valuation Date for such Settlement by one Settlement CycleDate. Net Share Settlement Amount: For any Settlement of any Transaction to which Net Share Settlement is applicableSettlement, an amount equal to the Forward Cash Settlement Amount for such Settlement divided by the Settlement Price for such SettlementPrice.

Physical Settlement. Notwithstanding Section 9.2(a)(i) of the Equity Definitions, on Applicable. On the Settlement Date for any Settlement of any TransactionDate, Dealer shall pay to Counterparty an amount equal to the Forward Price for such Transaction on the relevant Valuation Date multiplied by the number of Settlement Shares for such Settlement, and Counterparty Seller shall deliver to Dealer such Settlement Shares. If, on any Settlement Date, the Shares to be delivered by Counterparty to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Dealer, then the portion of the amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares. Settlement Date: For any Settlement of any Transaction, the Valuation Date for such Settlement. Net Share Settlement: On the Net Share Settlement Date for any Settlement of any Transaction to which Net Share Settlement is applicable, if the Net Share Settlement Amount for such Settlement is greater than zero, Counterparty shall deliver Buyer a number of Shares equal to (a) (i) the Prepayment Amount divided by (ii) the Forward Price as determined on the Valuation Date, minus (b) the Initial Shares minus (c) the Additional Shares (such Net Share number of Shares, the “Settlement Amount (Amount”), rounded down to the nearest integer) to Dealerwhole number of Shares; provided, and however, that if such Net Share the Settlement Amount is less than zero, Dealer then Buyer shall deliver to Seller a number of Shares equal to 105% of the absolute value of such Net Share the Settlement Amount (rounded down such number of Shares, the “Payment Shares”). Notwithstanding the proviso above, if the Settlement Amount is less than zero, Buyer may cash settle its obligation to deliver the nearest integer) Payment Shares by delivering to Counterparty, in either case, Seller a notice by no later than the third Scheduled Trading Day after the Valuation Date electing to cash settle its obligation to deliver the Payment Shares. Any such cash settlement shall be effected in accordance with Section 9.4 “Cash Settlement of Payment Shares” below. For the Equity Definitionsavoidance of doubt, upon the date that (i) Buyer satisfies its obligation to deliver the Payment Shares to Seller in accordance with such Net Share the terms of this paragraph or (ii) the Settlement Date Balance (as defined below) is reduced to zero in connection with cash settlement of Buyer’s obligation to deliver Payment Shares (as described under “Cash Settlement of Payment Shares” below), then Buyer shall have no further delivery or payment obligations under the terms of this Transaction and this Transaction shall be deemed to be a “Settlement Date” for purposes have been terminated as of such Section 9.4, and, in either case, plus cash in lieu of any fractional Shares included in such Net Share date. Settlement Amount but not delivered due to rounding required hereby, valued at the relevant Settlement Price. Net Share Currency: USD Settlement Date: For any Three Exchange Business Days after the Valuation Date, or if such date is not a Clearance System Business Day or if there is a Settlement Disruption Event on such day, the immediately succeeding Clearance System Business Day on which there is no Settlement Disruption Event. Cash Settlement of any Transaction Payment Shares If Buyer elects to which Net Share Settlement is applicablecash settle its obligation to deliver Payment Shares, the date that follows then on the Valuation Date for such a balance (the “Settlement by one Settlement Cycle. Net Share Balance”) shall be created with an initial balance equal to the absolute value of the Settlement Amount: For any . On the Settlement of any Transaction Date, Buyer shall deliver to which Net Share Settlement is applicable, an Seller a U.S. dollar amount equal to the Forward Payment Shares multiplied by a price per Share as reasonably determined by the Calculation Agent (such cash amount, the “Initial Cash Settlement Amount”). On the Exchange Business Day immediately following the delivery of the Initial Cash Settlement Amount, Seller shall begin purchasing Shares in a commercially reasonable manner (all such Shares purchased, “Cash Settlement Shares”). At the end of each Exchange Business Day on which Seller purchases Cash Settlement Shares, Seller shall reduce (i) the Settlement Balance by the number of Cash Settlement Shares purchased on such Exchange Business Day and (ii) the Initial Cash Settlement Amount for such Settlement divided by the aggregate purchase price (including commissions) of the Cash Settlement Price for Shares on such SettlementExchange Business Day. If, on any Exchange Business Day, the Initial Cash Settlement Amount is reduced to or below zero but the Settlement Balance is above zero, Buyer shall (i) deliver to Seller or as directed by Seller on the next Exchange Business Day after such Exchange Business Day an additional U.S. dollar amount (an “Additional Cash Settlement Amount”) equal to the Settlement Balance as of such Exchange Business Day multiplied by a price per Share as reasonably determined by the Calculation Agent. This provision shall be applied successively until the Settlement Balance is reduced to zero. On the Exchange Business Day that the Settlement Balance is reduced to zero, Seller shall return to Buyer any unused portion of the Initial Cash Settlement Amount or the Additional Cash Settlement Amount, as the case may be. For the avoidance of doubt, any purchases of Cash Settlement Shares contemplated by this paragraph shall be subject to Seller’s covenants in Section 11(b).

Physical Settlement. Notwithstanding Section 9.2(a)(i) of the Equity Definitions, on the Settlement Date for any Settlement of any Transaction, Dealer shall pay to Counterparty an amount equal to the Forward Price for such Transaction on Applicable. On the relevant Valuation Date multiplied by the number of Settlement Shares for such SettlementDate, and Counterparty MSCO shall deliver to Dealer such Settlement Shares. If, on any Settlement Date, the Shares to be delivered by Counterparty to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Dealer, then the portion of the amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares. Settlement Date: For any Settlement of any Transaction, the Valuation Date for such Settlement. Net Share Settlement: On the Net Share Settlement Date for any Settlement of any Transaction to which Net Share Settlement is applicable, if the Net Share Settlement Amount for such Settlement is greater than zero, Counterparty shall deliver Issuer a number of Shares equal to (a) (i) the Prepayment Amount divided by (ii) the Forward Price as determined on the relevant Valuation Date, minus (b) the Initial Shares (such Net Share number of Shares, the “Settlement Amount (Amount”), rounded down to the nearest integer) whole number of Shares; provided that for any Settlement Date that occurs in connection with a Partial Acceleration Date or on the Scheduled Valuation Date if any Partial Acceleration Dates have occurred before the Scheduled Valuation Date, the Prepayment Amount and the Initial Shares that shall be used to Dealercalculate such Settlement Amount shall be in proportion to the percentage of the Prepayment Amount that is subject to such Valuation Date or Scheduled Valuation Date, and as the case may be; provided, however, that if such Net Share the relevant Settlement Amount is less than zero, Dealer then Issuer shall deliver to MSCO a number of Shares equal to 105% of the absolute value of such Net Share the Settlement Amount (rounded down such number of Shares, the “Payment Shares”). Notwithstanding the proviso above, if the Settlement Amount is less than zero, Issuer may cash settle its obligation to deliver the nearest integer) Payment Shares by delivering to Counterparty, in either case, MSCO a notice by no later than the relevant Valuation Date electing to cash settle its obligation to deliver the Payment Shares. Any such cash settlement shall be effected in accordance with Section 9.4 “Cash Settlement of Payment Shares” below. For the Equity Definitionsavoidance of doubt, upon the date that (i) Issuer satisfies its obligation to deliver the Payment Shares to MSCO in accordance with such Net Share the terms of this paragraph or (ii) the Settlement Date Balance (as defined below) is reduced to zero in connection with cash settlement of Issuer’s obligation to deliver Payment Shares (as described under “Cash Settlement of Payment Shares” below), then Issuer shall have no further delivery or payment obligations under the terms of this Transaction and this Transaction shall be deemed to be a “Settlement Date” for purposes have been settled as of such Section 9.4, and, in either case, plus cash in lieu of any fractional Shares included in such Net Share date. Settlement Amount but not delivered due to rounding required hereby, valued at the relevant Settlement Price. Net Share Currency: USD Settlement Date: For any Three Exchange Business Days after the relevant Valuation Date, or if such date is not a Clearance System Business Day or if there is a Settlement of any Transaction to which Net Share Settlement is applicableDisruption Event on such day, the date that follows the Valuation Date for such immediately succeeding Clearance System Business Day on which there is no Settlement by one Settlement Cycle. Net Share Settlement Amount: For any Settlement of any Transaction to which Net Share Settlement is applicable, an amount equal to the Forward Cash Settlement Amount for such Settlement divided by the Settlement Price for such SettlementDisruption Event.