Common use of Potential Adjustment Event Clause in Contracts

Potential Adjustment Event. Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event. For the avoidance of doubt, the declaration and payment by the Counterparty of any Ordinary Dividend Amount shall not constitute a Potential Adjustment Event under this Master Confirmation. The parties agree that open market Share repurchases at prevailing market prices, repurchases of Shares by Counterparty pursuant to the Counterparty's stock repurchase plans or accelerated share repurchases including any Transactions, forward contracts or similar transactions on customary terms (including without limitation any discount to average VWAP prices) shall not be considered Potential Adjustment Events. For the avoidance of doubt, the parties acknowledge that (i) repurchases of Shares by Counterparty that constitute a Tender Offer will give rise to the consequences described opposite “Consequences of Tender Offers” below and (ii) if any repurchases of Shares by Counterparty give rise to a postponement of the Scheduled Termination Date for any Transaction pursuant to “Valuation Disruption” above, the consequences described in the immediately succeeding paragraph shall apply. It shall constitute an additional Potential Adjustment Event if the Scheduled Termination Date for any Transaction is postponed pursuant to “Valuation Disruption” above or if any postponement of the Scheduled Termination Date is limited by the proviso to the definition of “Schedule Termination Date” above or the proviso in the third paragraph of “Valuation Disruption” above, in which case the Calculation Agent may, in its commercially reasonable discretion, adjust any relevant terms of any such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction (from GS&Co.'s side of the market) prior to such postponement or limitation. Extraordinary Dividend: For any calendar quarter, any dividend or distribution on the Shares with an ex-dividend date occurring during such calendar quarter (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions) (a “Dividend”) the amount or value of which (as reasonably determined by the Calculation Agent), when aggregated with the amount or value (as reasonably determined by the Calculation Agent) of any and all previous Dividends with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For each Transaction, as set forth in the related Supplemental Confirmation Method of Adjustment: Calculation Agent Adjustment Early Ordinary Dividend Payment: If an ex-dividend date for any Dividend that is not an Extraordinary Dividend occurs during any calendar quarter occurring (in whole or in part) during the Relevant Period (as defined below) and is prior to the Scheduled Ex-Dividend Date for such calendar quarter, the Calculation Agent shall make such adjustment to the exercise, settlement, payment or any other terms of the relevant Transaction as the Calculation Agent determines in good faith and in a commercially reasonable manner is appropriate to account for the economic effect on the Transaction of such event (provided that no such adjustment shall be made pursuant to this adjustment provision to account solely for changes in volatility, stock loan rate or liquidity relevant to the Shares or the Transaction).

Potential Adjustment Event. Notwithstanding anything In addition to the contrary events described in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event. For the avoidance of doubt, the declaration and payment by the Counterparty of any Ordinary Dividend Amount shall not constitute a Potential Adjustment Event under this Master Confirmation. The parties agree that open market Share repurchases at prevailing market prices, repurchases of Shares by Counterparty pursuant to the Counterparty's stock repurchase plans or accelerated share repurchases including any Transactions, forward contracts or similar transactions on customary terms (including without limitation any discount to average VWAP prices) shall not be considered Potential Adjustment Events. For the avoidance of doubt, the parties acknowledge that (i) repurchases of Shares by Counterparty that constitute a Tender Offer will give rise to the consequences described opposite “Consequences of Tender Offers” below and (ii) if any repurchases of Shares by Counterparty give rise to a postponement of the Scheduled Termination Date for any Transaction pursuant to “Valuation Disruption” above, the consequences described in the immediately succeeding paragraph shall apply. It it shall constitute an additional Potential Adjustment Event if (x) a Regulatory Disruption as described in Section 7 occurs or (y) a Disruption Event occurs; provided that the Scheduled Termination Date for any Transaction is postponed parties agree that (1) open market Share repurchases by Counterparty, if any, in accordance with Rule 10b5-1 or Rule 10b-18 pursuant to “Valuation Disruption” documentation entered into between Dealer (or an Affiliate of Dealer) and Counterparty shall not be considered a Potential Adjustment Event and (2) any repurchase of Shares pursuant to this Transaction shall not be considered a Potential Adjustment Event. In the case of any event described in clause (x) or (y) above or if any postponement of the Scheduled Termination Date is limited by the proviso to the definition of “Schedule Termination Date” above or the proviso in the third paragraph of “Valuation Disruption” aboveoccurs, in which case the Calculation Agent may, in its commercially reasonable discretionjudgment, adjust any relevant terms of any such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction (from GS&Co.'s side of the market) prior to such postponement Regulatory Disruption or limitationDisruption Event, as the case may be. Extraordinary DividendCash Dividends: For The Counterparty will not declare nor pay any calendar quarter, any cash dividend or distribution on (including any Extraordinary Dividend) (as defined under the Shares with an Equity Definitions) during the Relevant Dividend Period (a “Cash Dividend”). Consequences of Cash Dividend: The declaration by the Issuer of any Cash Dividend, the ex-dividend date occurring for which occurs or is scheduled to occur during such calendar quarter (other than the Relevant Dividend Period for any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions) (a “Dividend”) the amount or value of which (as reasonably determined by the Calculation Agent), when aggregated with the amount or value (as reasonably determined by the Calculation Agent) of any and all previous Dividends with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For each Transaction, shall, at Dealer’s election in its commercially reasonable judgment, constitute an Additional Termination Event in respect of such Transaction, with Counterparty as set forth in the related Supplemental Confirmation sole Affected Party and such Transaction as the sole Affected Transaction. Method of Adjustment: Calculation Agent Adjustment Early Ordinary Relevant Dividend PaymentPeriod: If an ex-dividend date for any Dividend that is not an Extraordinary Dividend occurs during any calendar quarter occurring (in whole or in part) during For each Transaction, the Relevant Period (as defined below) period from, and is prior to including, the Scheduled Ex-Dividend Trade Date for such calendar quarterTransaction to, and including, the Calculation Agent shall make Relevant Dividend Period End Date for such adjustment Transaction. Relevant Dividend Period End Date: For each Transaction, if the Number of Shares to be Delivered for such Transaction is negative, the exercise, settlement, payment or any other terms last day of the relevant Transaction as Settlement Valuation Period; otherwise, the Calculation Agent determines in good faith and in a commercially reasonable manner is appropriate to account Termination Date for the economic effect on the Transaction of such event (provided that no such adjustment shall be made pursuant to this adjustment provision to account solely for changes in volatility, stock loan rate or liquidity relevant to the Shares or the Transaction).

Potential Adjustment Event. Notwithstanding anything In addition to the contrary events described in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event. For the avoidance of doubt, the declaration and payment by the Counterparty of any Ordinary Dividend Amount shall not constitute a Potential Adjustment Event under this Master Confirmation. The parties agree that open market Share repurchases at prevailing market prices, repurchases of Shares by Counterparty pursuant to the Counterparty's stock repurchase plans or accelerated share repurchases including any Transactions, forward contracts or similar transactions on customary terms (including without limitation any discount to average VWAP prices) shall not be considered Potential Adjustment Events. For the avoidance of doubt, the parties acknowledge that (i) repurchases of Shares by Counterparty that constitute a Tender Offer will give rise to the consequences described opposite “Consequences of Tender Offers” below and (ii) if any repurchases of Shares by Counterparty give rise to a postponement of the Scheduled Termination Date for any Transaction pursuant to “Valuation Disruption” above, the consequences described in the immediately succeeding paragraph shall apply. It it shall constitute an additional Potential Adjustment Event if (x) a Regulatory Disruption as described in Section 7 occurs or (y) a Disruption Event occurs; provided that the Scheduled Termination Date for any Transaction is postponed parties agree that (1) open market Share repurchases by Counterparty, if any, in accordance with Rule 10b-18 pursuant to “Valuation Disruption” documentation entered into between Dealer and Counterparty shall not be considered a Potential Adjustment Event and (2) any repurchase of Shares pursuant to this Transaction shall not be considered a Potential Adjustment Event. In the case of any event described in clause (x) or (y) above or if any postponement of the Scheduled Termination Date is limited by the proviso to the definition of “Schedule Termination Date” above or the proviso in the third paragraph of “Valuation Disruption” aboveoccurs, in which case the Calculation Agent may, in its commercially reasonable discretionjudgment, adjust any relevant terms of any such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction (from GS&Co.'s side of the market) prior to such postponement Regulatory Disruption or limitationDisruption Event, as the case may be. Extraordinary DividendCash Dividends: For The Counterparty will not declare nor pay any calendar quarter, any cash dividend or distribution on (including any Extraordinary Dividend) (as defined under the Shares with an Equity Definitions) during the Relevant Dividend Period (a “Cash Dividend”). Consequences of Cash Dividend: The declaration by the Issuer of any Cash Dividend, the ex-dividend date occurring for which occurs or is scheduled to occur during such calendar quarter (other than the Relevant Dividend Period for any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions) (a “Dividend”) the amount or value of which (as reasonably determined by the Calculation Agent), when aggregated with the amount or value (as reasonably determined by the Calculation Agent) of any and all previous Dividends with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For each Transaction, shall, at Dealer’s election in its commercially reasonable judgment, constitute an Additional Termination Event in respect of such Transaction, with Counterparty as set forth in the related Supplemental Confirmation sole Affected Party and such Transaction as the sole Affected Transaction. Method of Adjustment: Calculation Agent Adjustment Early Ordinary Relevant Dividend PaymentPeriod: If an ex-dividend date for any Dividend that is not an Extraordinary Dividend occurs during any calendar quarter occurring (in whole or in part) during For each Transaction, the Relevant Period (as defined below) period from, and is prior to including, the Scheduled Ex-Dividend Trade Date for such calendar quarterTransaction to, and including, the Calculation Agent shall make Relevant Dividend Period End Date for such adjustment Transaction. Relevant Dividend Period End Date: For each Transaction, if the Number of Shares to be Delivered for such Transaction is negative, the exercise, settlement, payment or any other terms last day of the relevant Transaction as Settlement Valuation Period; otherwise, the Calculation Agent determines in good faith and in a commercially reasonable manner is appropriate to account Termination Date for the economic effect on the Transaction of such event (provided that no such adjustment shall be made pursuant to this adjustment provision to account solely for changes in volatility, stock loan rate or liquidity relevant to the Shares or the Transaction).

Potential Adjustment Event. Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event. For the avoidance of doubt, the declaration and payment by the Counterparty of any Ordinary Dividend Amount shall not constitute a Potential Adjustment Event under this Master Confirmation. The parties agree that open market Share repurchases at prevailing market prices, repurchases of Shares by Counterparty pursuant to the Counterparty's stock repurchase plans or accelerated share repurchases including any Transactions, forward contracts or similar transactions on customary terms (including without limitation any discount to average VWAP prices) shall not be considered Potential Adjustment Events. For the avoidance of doubt, the parties acknowledge that (i) repurchases of Shares by Counterparty that constitute a Tender Offer will give rise to the consequences described opposite “Consequences of Tender Offers” below and (ii) if any repurchases of Shares by Counterparty give rise to a postponement of the Scheduled Termination Date for any Transaction pursuant to “Valuation Disruption” above, the consequences described in the immediately succeeding paragraph shall apply. It shall constitute an additional Potential Adjustment Event if the Scheduled Termination Date for any Transaction is postponed pursuant to “Valuation Disruption” above or if any postponement of the Scheduled Termination Date is limited by the proviso to the definition of “Schedule Termination Date” above or the proviso in the third paragraph of “Valuation Disruption” above, in which case the Calculation Agent may, in its commercially reasonable discretion, adjust any relevant terms of any such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction (from GS&Co.'s side of the market) prior to such postponement or limitation. Extraordinary Dividend: For any calendar quarterfiscal quarter occurring (in whole or in part) during the period from and including the first day of the Calculation Period to and including the Termination Date, any dividend or distribution on the Shares with an ex-dividend date occurring during such calendar fiscal quarter (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions) (a “Dividend”) that is either (i) a non-regularly scheduled Divided or (ii) the amount or value of which (as reasonably determined by the Calculation Agent), when aggregated with the amount or value (as reasonably determined by the Calculation Agent) of any and all previous Dividends with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For each Transactionany calendar quarter, as set forth in the related Supplemental Confirmation USD0.00 Method of Adjustment: Calculation Agent Adjustment; provided that if Seller suspends trading in the Shares for all or any portion of a Trading Day within the Calculation Period, the suspension shall be treated as a Potential Adjustment Early Ordinary Dividend Payment: If an ex-dividend date for any Dividend that is not an Extraordinary Dividend occurs during any calendar quarter occurring (in whole or in part) during Event subject to Calculation Agent Adjustment. In the Relevant Period (as defined below) and is prior case of a suspension pursuant to the Scheduled Ex-Dividend Date for such calendar quarterSection 10, the Calculation Agent shall make such adjustment adjustments prior to the exerciseperiod of suspension, settlementif it is practical to do so. Otherwise, payment or any other terms and in all cases of the relevant Transaction a suspension as contemplated under “Market Disruption Event” above, the Calculation Agent determines in good faith shall make such adjustments promptly following the period of suspension. EXTRAORDINARY EVENTS: Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and in a commercially reasonable manner is appropriate to account for Payment on that portion of the economic effect Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the Transaction remainder of such event (provided that no such adjustment the Other Consideration Share-for-Combined: Modified Calculation Agent Adjustment Tender Offer: Applicable Consequences of Tender Offers: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment Share-for-Combined: Modified Calculation Agent Adjustment For purposes of this Transaction, the definition of Merger Date in Section 12.1(c) shall be made pursuant amended to read, “Merger Date shall mean the Announcement Date.” For purposes of this adjustment provision Transaction, the definition of Tender Offer Date in Section 12.1(e) shall be amended to account solely for changes read, “Tender Offer Date shall mean the Announcement Date.” Composition of Combined Consideration: Applicable Nationalization, Insolvency or Delisting: Cancellation and Payment Additional Disruption Events: Change in volatility, stock loan rate or liquidity relevant Law: Applicable Failure to the Shares or the Transaction).Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Increased Cost of Hedging: Applicable

Potential Adjustment Event. Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event. For the avoidance of doubt, the declaration and payment by the Counterparty of any Ordinary Dividend Amount shall not constitute a Potential Adjustment Event under this Master Confirmation. The parties agree that open market Share repurchases at prevailing market prices, repurchases of Shares by Counterparty pursuant to the Counterparty's stock repurchase plans or accelerated share repurchases including any Transactions, forward contracts or similar transactions on customary terms (including without limitation any discount to average VWAP prices) shall not be considered Potential Adjustment Events. For the avoidance of doubt, the parties acknowledge that (i) repurchases of Shares by Counterparty that constitute a Tender Offer will give rise to the consequences described opposite “Consequences of Tender Offers” below and (ii) if any repurchases of Shares by Counterparty give rise to a postponement of the Scheduled Termination Date for any Transaction pursuant to “Valuation Disruption” above, the consequences described in the immediately succeeding paragraph shall apply. It shall constitute an additional Potential Adjustment Event if the Scheduled Termination Date for any Transaction is postponed pursuant to “Valuation Disruption” above or if any postponement of the Scheduled Termination Date is limited by the proviso to the definition of “Schedule Termination Date” above or the proviso in the third paragraph of “Valuation Disruption” above, in which case the Calculation Agent may, in its commercially reasonable discretion, adjust any relevant terms of any such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction (from GS&Co.'s side of the market) prior to such postponement or limitation. Extraordinary Dividend: For any calendar quarterfiscal quarter occurring (in whole or in part) during the period from and including the first day of the Hedge Period to and including the Termination Date, any dividend or distribution on the Shares with an ex-dividend date occurring during such calendar fiscal quarter (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions) (a “Dividend”) that is either (i) a non-regularly scheduled Divided or (ii) the amount or value of which (as reasonably determined by the Calculation Agent), when aggregated with the amount or value (as reasonably determined by the Calculation Agent) of any and all previous Dividends with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For each Transactionany calendar quarter, as set forth in the related Supplemental Confirmation USD 0.0425 Method of Adjustment: Calculation Agent Adjustment; provided that if Seller suspends trading in the Shares for all or any portion of a Trading Day within the Calculation Period, the suspension shall be treated as a Potential Adjustment Early Ordinary Dividend Payment: If an ex-dividend date for any Dividend that is not an Extraordinary Dividend occurs during any calendar quarter occurring (in whole or in part) during Event subject to Calculation Agent Adjustment. In the Relevant Period (as defined below) and is prior case of a suspension pursuant to the Scheduled Ex-Dividend Date for such calendar quarterSection 10, the Calculation Agent shall make such adjustment adjustments prior to the exerciseperiod of suspension, settlementif it is practical to do so. Otherwise, payment or any other terms and in all cases of the relevant Transaction a suspension as contemplated under “Market Disruption Event” above, the Calculation Agent determines in good faith shall make such adjustments promptly following the period of suspension. Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and in a commercially reasonable manner is appropriate to account for Payment on that portion of the economic effect other Consideration that consists of cash; Modified Calculation Agent Adjustment on the Transaction remainder of such event (provided that no such adjustment the Other Consideration Share-for-Combined: Component Adjustment Tender Offer: Applicable Consequences of Tender Offers: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment Share-for-Combined: Modified Calculation Agent Adjustment For purposes of this Transaction, the definition of Merger Date in Section 12.1(c) shall be made pursuant amended to read, “Merger Date shall mean the Announcement Date.” For purposes of this adjustment provision Transaction, the definition of Tender Offer Date in Section 12.1(e) shall be amended to account solely for changes read, “Tender Offer Date shall mean the Announcement Date.” Composition of Combined Consideration: Applicable Nationalization, Insolvency or Delisting: Cancellation and Payment Additional Disruption Events: Change in volatilityLaw: Applicable Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Increased Cost of Hedging: Applicable Loss of Stock Borrow: Maximum Stock Loan Rate: Applicable 100bps Increased Cost of Stock Borrow: Initial Stock Loan Rate: Applicable 25bps Determining Party: For all Extraordinary Events, stock loan rate or liquidity relevant to the Shares or the Transaction).MSCO Hedging Party: For all Additional Disruption Events, MSCO Non-Reliance: Applicable AGREEMENTS AND ACKNOWLEDGMENTS: Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable

Potential Adjustment Event. Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event. For the avoidance of doubt, the declaration and payment by the Counterparty of any Ordinary Dividend Amount shall not constitute a Potential Adjustment Event under this Master Confirmation. The parties agree that any open market Share repurchases by the Issuer at prevailing market prices, repurchases of Shares by Counterparty the Issuer pursuant to the Counterparty's Issuer’s stock repurchase plans or Compensatory Plans (as defined below) or accelerated share repurchases repurchases, including any Transactions, forward contracts or similar transactions on customary terms (including including, without limitation limitation, any discount to average VWAP prices) ), shall not be considered Potential Adjustment Events. For the avoidance of doubt, the parties acknowledge that (i) repurchases of Shares by Counterparty that constitute a Tender Offer will give rise to the consequences described opposite “Consequences of Tender Offers” below and (ii) if any repurchases of Shares by Counterparty give rise to a postponement of the Scheduled Termination Date for any Transaction pursuant to “Valuation Disruption” above, the consequences described in the immediately succeeding paragraph shall apply. It shall constitute an additional Potential Adjustment Event if the Scheduled Termination Date for any Transaction is postponed pursuant to “Valuation Disruption” above or if any postponement of the Scheduled Termination Date is limited by the proviso to the definition of “Schedule Termination Date” above or the proviso in the third paragraph of “Valuation Disruption” above, in which case the Calculation Agent may, in its commercially reasonable discretion, adjust any relevant terms of any such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction (from GS&Co.'s side of the market) prior to such postponement or limitation. Extraordinary Dividend: For any calendar quarter, any Any dividend or distribution on the Shares with an ex-dividend date occurring during such calendar quarter the period from and including the Trade Date to and including the Valuation Date (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions) (a “Dividend”) that is either (i) a non-regularly scheduled Dividend or (ii) the amount or value of which (as reasonably determined by the Calculation Agent), when aggregated with the amount or value (as reasonably determined by the Calculation Agent) of any and all previous Dividends with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For each Transactionany calendar quarter, as set forth in the related Supplemental Confirmation USD $0.00 Method of Adjustment: Calculation Agent Adjustment; provided that if Seller suspends trading in the Shares for all or any portion of a Trading Day within the Calculation Period, the suspension shall be treated as a Potential Adjustment Early Ordinary Dividend Payment: If an ex-dividend date for any Dividend that is not an Extraordinary Dividend occurs during any calendar quarter occurring (in whole or in part) during Event subject to Calculation Agent Adjustment. In the Relevant Period (as defined below) and is prior case of a suspension pursuant to the Scheduled Ex-Dividend Date for such calendar quarterSection 10, the Calculation Agent shall make such adjustment adjustments prior to the exerciseperiod of suspension, settlementif it is practical to do so. Otherwise, payment or any other terms and in all cases of the relevant Transaction a suspension as contemplated under “Market Disruption Event” above, the Calculation Agent determines in good faith and shall, in a commercially reasonable fashion, make such adjustments promptly following the period of suspension. Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and Payment on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration Share-for-Combined: Modified Calculation Agent Adjustment Tender Offer: Applicable; provided that 12.1(d) of the Equity Definitions shall be amended by replacing the “10%” in the third line thereof with “20%.” Consequences of Tender Offers: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment Share-for-Combined: Modified Calculation Agent Adjustment For purposes of this Transaction, the definition of Merger Date in Section 12.1(c) shall be amended to read, “Merger Date shall mean the Announcement Date.” For purposes of this Transaction, the definition of Tender Offer Date in Section 12.1(e) shall be amended to read, “Tender Offer Date shall mean the Announcement Date.” For purposes of the Transaction, the definition of Announcement Date in Section 12.1(l) shall be amended by replacing the words “that leads” with the words “that, if consummated, would lead” in both clause (i) and clause (ii) thereof. Composition of Combined Consideration: Applicable Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination) Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation” and (ii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner is appropriate to account contemplated by the Hedging Party on the Trade Date”; provided further that the parties agree that, for the economic effect on avoidance of doubt, for purposes of Section 12.9(a)(ii) of the Transaction Equity Definitions, “any applicable law or regulation” shall include the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, any rules and regulations promulgated thereunder and any similar law or regulation (such rules and regulations referred to herein as “▇▇▇▇-▇▇▇▇▇”) without regard to Section 739 of ▇▇▇▇-▇▇▇▇▇ or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated and the consequences specified in Section 12.9(b)(i) of the Equity Definitions shall apply to any Change in Law arising from any such act, rule or regulation. Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Increased Cost of Hedging: Not Applicable Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: 200 bps Increased Cost of Stock Borrow: Applicable Initial Stock Loan Rate: 50 bps Determining Party: For all Extraordinary Events other than Change in Law arising out of ▇▇▇▇-▇▇▇▇▇, Seller; with respect to a Change in Law arising out of ▇▇▇▇-▇▇▇▇▇, either the Issuer or Seller may be the Determining Party; provided that, upon receipt of written request from Issuer, Determining Party if Seller shall promptly (but in no event later than within seven Scheduled Trading Days from the receipt of such event request) provide the other party with a written explanation describing in reasonable detail any determination made by it (provided that no including any quotations, market data or information from internal sources used in making such adjustment shall be made pursuant to this adjustment provision to account solely for changes in volatilitydeterminations, stock loan rate or liquidity relevant to but without disclosing the Shares or the TransactionSeller’s proprietary models).

Potential Adjustment Event. Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, neither an Extraordinary Dividend nor a repurchase of Shares by Counterparty at or below prevailing market prices (whether pursuant to any Transaction or otherwise) shall not constitute a Potential Adjustment Event. For the avoidance of doubt, the declaration and payment by the Counterparty of any Ordinary Dividend Amount shall not constitute a Potential Adjustment Event under this Master Confirmation. The parties agree that open market Share repurchases at prevailing market prices, repurchases of Shares by Counterparty pursuant to the Counterparty's stock repurchase plans or accelerated share repurchases including any Transactions, forward contracts or similar transactions on customary terms (including without limitation any discount to average VWAP prices) shall not be considered Potential Adjustment Events. For the avoidance of doubt, the parties acknowledge that (i) repurchases of Shares by Counterparty that constitute a Tender Offer will give rise to the consequences described opposite “Consequences of Tender Offers” below and (ii) if any repurchases of Shares by Counterparty give rise to a postponement of the Scheduled Termination Date for any Transaction pursuant to “Valuation Disruption” above, the consequences described in the immediately succeeding paragraph shall apply. It shall constitute an additional Potential Adjustment Event if the Scheduled Termination Date for any Transaction is postponed pursuant to “Valuation Disruption” above or if any postponement of the Scheduled Termination Date is limited by the proviso to the definition of “Schedule Termination Date” above or the proviso in the third paragraph of “Valuation Disruption” above, in which case the Calculation Agent may, in its good faith and commercially reasonable discretion, adjust any relevant terms of any such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction (from to GS&Co.'s side of the market) . prior to such postponement or limitationpostponement. Extraordinary Dividend: For any calendar quarterquarter occurring (in whole or in part) during the Calculation Period, any dividend or distribution on the Shares with an ex-dividend date occurring during such calendar quarter (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions) (a “Dividend”) the amount or value of which (as reasonably determined by the Calculation Agent), when aggregated with the amount or value (as reasonably determined by the Calculation Agent) of any and all previous Dividends with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For each Transaction, as set forth in the related Supplemental Confirmation Method of Adjustment: Calculation Agent Adjustment Early Ordinary Dividend Payment: If an ex-dividend date for any Dividend that is not an Extraordinary Dividend occurs during any calendar quarter occurring (in whole or in part) during the Relevant Period (as defined below) and is prior to the Scheduled Ex-Dividend Date for such calendar quarter, the Calculation Agent shall make such adjustment to the exercise, settlement, payment or any other terms of the relevant Transaction as the Calculation Agent determines in good faith and in a commercially reasonable manner is appropriate to account for the economic effect on the Transaction of such event (provided that no such adjustment shall be made pursuant to this adjustment provision to account solely event. Scheduled Ex-Dividend Dates: For each Transaction for changes each calendar quarter, as set forth in volatility, stock loan rate or liquidity relevant to the Shares or the Transaction).related Supplemental Confirmation Extraordinary Events: Consequences of Merger Events:

Potential Adjustment Event. Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event. For the avoidance of doubt, the declaration and payment by the Counterparty of any Ordinary Dividend Amount shall not constitute a Potential Adjustment Event under this Master Confirmation. The parties agree that open market Share repurchases at prevailing market prices, repurchases of Shares by Counterparty pursuant to the Counterparty's stock repurchase plans or accelerated share repurchases including any Transactions, forward contracts or similar transactions on customary terms (including without limitation any discount to average VWAP prices) shall not be considered Potential Adjustment Events. For the avoidance of doubt, the parties acknowledge that (i) repurchases of Shares by Counterparty that constitute a Tender Offer will give rise to the consequences described opposite “Consequences of Tender Offers” below and (ii) if any repurchases of Shares by Counterparty give rise to a postponement of the Scheduled Termination Date for any Transaction pursuant to “Valuation Disruption” above, the consequences described in the immediately succeeding paragraph shall apply. It shall constitute an additional Potential Adjustment Event if the Scheduled Termination Date for any Transaction is postponed pursuant to “Valuation Disruption” above or if any postponement of the Scheduled Termination Date is limited by the proviso to the definition of “Schedule Termination Date” above or the proviso in the third paragraph of “Valuation Disruption” above, in which case the Calculation Agent may, in its commercially reasonable discretion, adjust any relevant terms of any such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction (from GS&Co.'s side of the market) prior to such postponement or limitation. Extraordinary Dividend: For any calendar quarterfiscal quarter occurring (in whole or in part) during the period from and including the first day of the Calculation Period to and including the Termination Date, any dividend or distribution on the Shares with an ex-dividend date occurring during such calendar fiscal quarter (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions) (a “Dividend”) that is either (i) a non-regularly scheduled Divided or (ii) the amount or value of which (as reasonably determined by the Calculation Agent), when aggregated with the amount or value (as reasonably determined by the Calculation Agent) of any and all previous Dividends with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For each Transactionany calendar quarter, as set forth in the related Supplemental Confirmation USD0.00 Method of Adjustment: Calculation Agent Adjustment; provided that if Seller suspends trading in the Shares for all or any portion of a Trading Day within the Calculation Period, the suspension shall be treated as a Potential Adjustment Early Ordinary Dividend Payment: If an ex-dividend date for any Dividend that is not an Extraordinary Dividend occurs during any calendar quarter occurring (in whole or in part) during Event subject to Calculation Agent Adjustment. In the Relevant Period (as defined below) and is prior case of a suspension pursuant to the Scheduled Ex-Dividend Date for such calendar quarterSection 10, the Calculation Agent shall make such adjustment adjustments prior to the exerciseperiod of suspension, settlementif it is practical to do so. Otherwise, payment or any other terms and in all cases of the relevant Transaction a suspension as contemplated under “Market Disruption Event” above, the Calculation Agent determines in good faith shall make such adjustments promptly following the period of suspension. Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and in a commercially reasonable manner is appropriate to account for Payment on that portion of the economic effect Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the Transaction remainder of such event (provided that no such adjustment the Other Consideration Share-for-Combined: Modified Calculation Agent Adjustment Tender Offer: Applicable Consequences of Tender Offers: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment Share-for-Combined: Modified Calculation Agent Adjustment For purposes of this Transaction, the definition of Merger Date in Section 12.1(c) shall be made pursuant amended to read, “Merger Date shall mean the Announcement Date.” For purposes of this adjustment provision Transaction, the definition of Tender Offer Date in Section 12.1(e) shall be amended to account solely for changes read, “Tender Offer Date shall mean the Announcement Date.” Composition of Combined Consideration: Applicable Nationalization, Insolvency or Delisting: Cancellation and Payment Additional Disruption Events: Change in volatility, stock loan rate or liquidity relevant Law: Applicable Failure to the Shares or the Transaction).Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Increased Cost of Hedging: Applicable

Potential Adjustment Event. Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event. For the avoidance of doubt, the declaration and payment by the Counterparty of any Ordinary Dividend Amount shall not constitute a Potential Adjustment Event under this Master Confirmation. The parties agree that open market Share repurchases at prevailing market prices, repurchases of Shares by Counterparty pursuant to the Counterparty's stock repurchase plans or accelerated share repurchases including any Transactions, forward contracts or similar transactions on customary terms (including without limitation any discount to average VWAP prices) shall not be considered Potential Adjustment Events. For the avoidance of doubt, the parties acknowledge that (i) repurchases of Shares by Counterparty that constitute a Tender Offer will give rise to the consequences described opposite “Consequences of Tender Offers” below and (ii) if any repurchases of Shares by Counterparty give rise to a postponement of the Scheduled Termination Date for any Transaction pursuant to “Valuation Disruption” above, the consequences described in the immediately succeeding paragraph shall apply. It shall constitute an additional Potential Adjustment Event if the Scheduled Termination Date for any Transaction is postponed pursuant to “Valuation Disruption” above or if any postponement of the Scheduled Termination Date is limited by the proviso to the definition of “Schedule Termination Date” above or the proviso in the third paragraph of “Valuation Disruption” above, in which case the Calculation Agent may, in its commercially reasonable discretion, adjust any relevant terms of any such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction (from GS&Co.'s side of the market) prior to such postponement or limitation. Extraordinary Dividend: For any calendar quarter, any Any dividend or distribution on the Shares with an ex-dividend date occurring during such calendar quarter the period from and including the first day of the Hedge Period to and including the Termination Date (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions) (a “Dividend”) that is either (i) a non-regularly scheduled Dividend or (ii) the amount or value of which (as reasonably determined by the Calculation Agent), when aggregated with the amount or value (as reasonably determined by the Calculation Agent) of any and all previous Dividends with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For each Transactionany calendar quarter, as set forth in the related Supplemental Confirmation USD 0.00 Method of Adjustment: Calculation Agent Adjustment; provided that if an Observation Date within the Calculation Period is a Disrupted Day, Seller’s suspension of trading in the Shares pursuant to “Market Disruption Event” above shall be treated as a Potential Adjustment Early Ordinary Dividend Payment: If an ex-dividend date for any Dividend that is not an Extraordinary Dividend occurs during any calendar quarter occurring (in whole or in part) during Event subject to Calculation Agent Adjustment. In the Relevant Period (as defined below) and is prior case of a suspension pursuant to the Scheduled Ex-Dividend Date for such calendar quarterSection 10, the Calculation Agent shall make such adjustment adjustments prior to the exerciseperiod of suspension, settlementif it is practical to do so. Otherwise, payment or any other terms and in all cases of the relevant Transaction a suspension as contemplated under “Market Disruption Event” above, the Calculation Agent determines in good faith shall make such adjustments promptly following the period of suspension. Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and in a commercially reasonable manner is appropriate to account for Payment on that portion of the economic effect Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the Transaction remainder of such event (provided the Other Consideration Share-for-Combined: Modified Calculation Agent Adjustment Tender Offer: Applicable Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and Payment on that no such adjustment shall be made pursuant to this adjustment provision to account solely for changes in volatility, stock loan rate or liquidity relevant to portion of the Shares or Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the Transaction).remainder of the Other Consideration

Potential Adjustment Event. Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event. For the avoidance of doubt, the declaration and payment by the Counterparty of any Ordinary Dividend Amount shall not constitute a Potential Adjustment Event under this Master Confirmation. The parties agree that open market Share repurchases at prevailing market prices, repurchases of Shares by Counterparty pursuant to the Counterparty's stock repurchase plans or accelerated share repurchases including any Transactions, forward contracts or similar transactions on customary terms (including without limitation any discount to average VWAP prices) shall not be considered Potential Adjustment Events. For the avoidance of doubt, the parties acknowledge that (i) repurchases of Shares by Counterparty that constitute a Tender Offer will give rise to the consequences described opposite “Consequences of Tender Offers” below and (ii) if any repurchases of Shares by Counterparty give rise to a postponement of the Scheduled Termination Date for any Transaction pursuant to “Valuation Disruption” above, the consequences described in the immediately succeeding paragraph shall apply. It shall constitute an additional Potential Adjustment Event if the Scheduled Termination Date for any Transaction is postponed pursuant to “Valuation Disruption” above or if any postponement of the Scheduled Termination Date is limited by the proviso to the definition of “Schedule Termination Date” above or the proviso in the third paragraph of “Valuation Disruption” above, in which case the Calculation Agent may, in its commercially reasonable discretion, adjust any relevant terms of any such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction (from GS&Co.'s side of the market) prior to such postponement or limitation. Extraordinary Dividend: For any calendar quarterfiscal quarter occurring (in whole or in part) during the period from and including the first day of the Calculation Period to and including the Termination Date, any dividend or distribution on the Shares with an ex-dividend date occurring during such calendar fiscal quarter (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions) (a “Dividend”) that is either (i) a non-regularly scheduled Dividend or (ii) the amount or value of which (as reasonably determined by the Calculation Agent), when aggregated with the amount or value (as reasonably determined by the Calculation Agent) of any and all previous Dividends with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For each Transactionany calendar quarter, as set forth in the related Supplemental Confirmation USD 0.075 Method of Adjustment: Calculation Agent Adjustment; provided that if Seller suspends trading in the Shares for all or any portion of a Trading Day within the Calculation Period, the suspension shall be treated as a Potential Adjustment Early Ordinary Dividend Payment: If an ex-dividend date for any Dividend that is not an Extraordinary Dividend occurs during any calendar quarter occurring (in whole or in part) during Event subject to Calculation Agent Adjustment. In the Relevant Period (as defined below) and is prior case of a suspension pursuant to the Scheduled Ex-Dividend Date for such calendar quarterSection 10, the Calculation Agent shall make such adjustment adjustments prior to the exerciseperiod of suspension, settlementif it is practical to do so. Otherwise, payment or any other terms and in all cases of the relevant Transaction a suspension as contemplated under “Market Disruption Event” above, the Calculation Agent determines in good faith shall make such adjustments promptly following the period of suspension. Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and in a commercially reasonable manner is appropriate to account for Payment on that portion of the economic effect Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the Transaction remainder of such event (provided that no such adjustment the Other Consideration Share-for-Combined: Modified Calculation Agent Adjustment Tender Offer: Applicable Consequences of Tender Offers: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment Share-for-Combined: Modified Calculation Agent Adjustment For purposes of this Transaction, the definition of Merger Date in Section 12.1(c) shall be made pursuant amended to read, “Merger Date shall mean the Announcement Date.” For purposes of this adjustment provision Transaction, the definition of Tender Offer Date in Section 12.1(e) shall be amended to account solely for changes read, “Tender Offer Date shall mean the Announcement Date.” Composition of Combined Consideration: Applicable Nationalization, Insolvency or Delisting: Cancellation and Payment Additional Disruption Events: Change in volatilityLaw: Applicable Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Increased Cost of Hedging: Applicable Loss of Stock Borrow: Maximum Stock Loan Rate: Applicable 100bps Increased Cost of Stock Borrow: Initial Stock Loan Rate: Applicable 25bps Determining Party: For all Extraordinary Events, stock loan rate or liquidity relevant to the Shares or the Transaction).MSCO Hedging Party: For all Additional Disruption Events, MSCO Non-Reliance: Applicable Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable

Potential Adjustment Event. Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event. For the avoidance of doubt, the declaration and payment by the Counterparty of any Ordinary Dividend Amount shall not constitute a Potential Adjustment Event under this Master Confirmation. The parties agree that any open market Share repurchases by the Issuer at prevailing market prices, repurchases of Shares by Counterparty the Issuer pursuant to the Counterparty's Issuer’s stock repurchase plans or Compensatory Plans (as defined below) or accelerated share repurchases repurchases, including any Transactions, forward contracts or similar transactions on customary terms (including including, without limitation limitation, any discount to average VWAP prices) ), shall not be considered Potential Adjustment Events. For the avoidance of doubt, the parties acknowledge that (i) repurchases of Shares by Counterparty that constitute a Tender Offer will give rise to the consequences described opposite “Consequences of Tender Offers” below and (ii) if any repurchases of Shares by Counterparty give rise to a postponement of the Scheduled Termination Date for any Transaction pursuant to “Valuation Disruption” above, the consequences described in the immediately succeeding paragraph shall apply. It shall constitute an additional Potential Adjustment Event if the Scheduled Termination Date for any Transaction is postponed pursuant to “Valuation Disruption” above or if any postponement of the Scheduled Termination Date is limited by the proviso to the definition of “Schedule Termination Date” above or the proviso in the third paragraph of “Valuation Disruption” above, in which case the Calculation Agent may, in its commercially reasonable discretion, adjust any relevant terms of any such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction (from GS&Co.'s side of the market) prior to such postponement or limitation. Extraordinary Dividend: For any calendar quarter, any Any dividend or distribution on the Shares with an ex-dividend date occurring during such calendar quarter the period from and including the Trade Date to and including the Valuation Date (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions) (a “Dividend”) that is either (i) a non-regularly scheduled Dividend or (ii) the amount or value of which (as reasonably determined by the Calculation Agent), when aggregated with the amount or value (as reasonably determined by the Calculation Agent) of any and all previous Dividends with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For each Transactionany calendar quarter, as set forth in the related Supplemental Confirmation USD $0.00 Method of Adjustment: Calculation Agent Adjustment; provided that if Seller suspends trading in the Shares for all or any portion of a Trading Day within the Calculation Period, the suspension shall be treated as a Potential Adjustment Early Ordinary Dividend Payment: If an ex-dividend date for any Dividend that is not an Extraordinary Dividend occurs during any calendar quarter occurring (in whole or in part) during Event subject to Calculation Agent Adjustment. In the Relevant Period (as defined below) and is prior case of a suspension pursuant to the Scheduled Ex-Dividend Date for such calendar quarterSection 10, the Calculation Agent shall make such adjustment adjustments prior to the exerciseperiod of suspension, settlementif it is practical to do so. Otherwise, payment or any other terms and in all cases of the relevant Transaction a suspension as contemplated under “Market Disruption Event” above, the Calculation Agent determines in good faith and shall, in a commercially reasonable fashion, make such adjustments promptly following the period of suspension. Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and Payment on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration Share-for-Combined: Modified Calculation Agent Adjustment Tender Offer: Applicable; provided that 12.1(d) of the Equity Definitions shall be amended by replacing the “10%” in the third line thereof with “20%.” Consequences of Tender Offers: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment Share-for-Combined: Modified Calculation Agent Adjustment For purposes of this Transaction, the definition of Merger Date in Section 12.1(c) shall be amended to read, “Merger Date shall mean the Announcement Date.” For purposes of this Transaction, the definition of Tender Offer Date in Section 12.1(e) shall be amended to read, “Tender Offer Date shall mean the Announcement Date.” For purposes of the Transaction, the definition of Announcement Date in Section 12.1(l) shall be amended by replacing the words “that leads” with the words “that, if consummated, would lead” in both clause (i) and clause (ii) thereof. Composition of Combined Consideration: Applicable Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination) Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation” and (ii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner is appropriate to account contemplated by the Hedging Party on the Trade Date”; provided further that the parties agree that, for the economic effect on avoidance of doubt, for purposes of Section 12.9(a)(ii) of the Transaction Equity Definitions, “any applicable law or regulation” shall include the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010, any rules and regulations promulgated thereunder and any similar law or regulation (such rules and regulations referred to herein as “▇▇▇▇-▇▇▇▇▇”) without regard to Section 739 of ▇▇▇▇-▇▇▇▇▇ or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated and the consequences specified in Section 12.9(b)(i) of the Equity Definitions shall apply to any Change in Law arising from any such act, rule or regulation. Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Increased Cost of Hedging: Not Applicable Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: 200bps Increased Cost of Stock Borrow: Applicable Initial Stock Loan Rate: 50bps Determining Party: For all Extraordinary Events other than Change in Law arising out of ▇▇▇▇-▇▇▇▇▇, Seller; with respect to a Change in Law arising out of ▇▇▇▇-▇▇▇▇▇, either the Issuer or Seller may be the Determining Party; provided that, upon receipt of written request from Issuer, Determining Party if Seller shall promptly (but in no event later than within seven Scheduled Trading Days from the receipt of such event request) provide the other party with a written explanation describing in reasonable detail any determination made by it (provided that no including any quotations, market data or information from internal sources used in making such adjustment shall be made pursuant to this adjustment provision to account solely for changes in volatilitydeterminations, stock loan rate or liquidity relevant to but without disclosing the Shares or the TransactionSeller’s proprietary models).