Common use of Potential Adjustment Event Clause in Contracts

Potential Adjustment Event. In addition to the events described in Section 11.2(e) of the Equity Definitions, 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 parties agree that (1) open market Share repurchases by Counterparty, if any, in accordance with Rule 10b5-1 or Rule 10b-18 pursuant to 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 occurs, the Calculation Agent may, in its commercially reasonable judgment, adjust any relevant terms of such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction prior to such Regulatory Disruption or Disruption Event, as the case may be. Cash Dividends: The Counterparty will not declare nor pay any cash dividend or distribution (including any Extraordinary Dividend) (as defined under the 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 for which occurs or is scheduled to occur during the Relevant Dividend Period for any Transaction, shall, at Dealer’s election in its commercially reasonable judgment, constitute an Additional Termination Event in respect of such Transaction, with Counterparty as the sole Affected Party and such Transaction as the sole Affected Transaction. Method of Adjustment: Calculation Agent Adjustment Relevant Dividend Period: For each Transaction, the period from, and including, the Trade Date for such Transaction to, and including, the Relevant Dividend Period End Date for such Transaction. Relevant Dividend Period End Date: For each Transaction, if the Number of Shares to be Delivered for such Transaction is negative, the last day of the Settlement Valuation Period; otherwise, the Termination Date for such Transaction.

Potential Adjustment Event. In addition Notwithstanding anything to the events described contrary in Section 11.2(e) of the Equity Definitions, 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 parties agree that (1) open market Share repurchases by Counterparty, if any, in accordance with Rule 10b5-1 or Rule 10b-18 pursuant to documentation entered into between Dealer (or an Affiliate of Dealer) and Counterparty Extraordinary Dividend shall not be considered constitute a Potential Adjustment Event Extraordinary Dividend: For any fiscal 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 fiscal quarter (2) other than any repurchase dividend or distribution of Shares pursuant to this Transaction shall not be considered a Potential Adjustment Event. In the case of any event type described in clause (xSection 11.2(e)(i) or Section 11.2(e)(ii)(A) or (yB) above occurs, the Calculation Agent may, in its commercially reasonable judgment, adjust any relevant terms of such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction prior to such Regulatory Disruption or Disruption Event, as the case may be. Cash Dividends: The Counterparty will not declare nor pay any cash dividend or distribution (including any Extraordinary Dividend) (as defined under the Equity Definitions) during the Relevant Dividend Period (a “Cash Dividend”). Consequences ) that is either (i) a non-regularly scheduled Divided or (ii) the amount or value of Cash Dividend: The declaration which (as determined by the Issuer of Calculation Agent) exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For any Cash Dividendcalendar quarter, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period for any Transaction, shall, at Dealer’s election in its commercially reasonable judgment, constitute an Additional Termination Event in respect of such Transaction, with Counterparty as the sole Affected Party and such Transaction as the sole Affected Transaction. 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 Relevant Dividend PeriodEvent subject to Calculation Agent Adjustment. In the case of a suspension pursuant to Section 10, the Calculation Agent shall make such adjustments prior to the period of suspension, if it is practical to do so. Otherwise, and in all cases of a suspension as contemplated under “Market Disruption Event” above, the Calculation Agent 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 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 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 each purposes of this Transaction, the period fromdefinition of Merger Date in Section 12.1(c) shall be amended to read, and including“Merger Date shall mean the Announcement Date.” For purposes of this Transaction, the Trade definition of Tender Offer Date for such Transaction toin Section 12.1(e) shall be amended to read, “Tender Offer Date shall mean the Announcement Date.” Composition of Combined Consideration: Applicable Nationalization, Insolvency or Delisting: Cancellation and including, the Relevant Dividend Period End Date for such Transaction. Relevant Dividend Period End DatePayment Additional Disruption Events: For each Transaction, if the Number Change in Law: Applicable Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Increased Cost of Shares to be Delivered for such Transaction is negative, the last day of the Settlement Valuation Period; otherwise, the Termination Date for such Transaction.Hedging: Applicable

Potential Adjustment Event. In addition Notwithstanding anything to the events described contrary in Section 11.2(e) of the Equity Definitions, it 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 (x) a Regulatory Disruption as described 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 Section 7 occurs or (y) a Disruption Event occurs; provided that the parties agree that (1) open market Share repurchases by Counterparty, if anythird paragraph of “Valuation Disruption” above, in accordance with Rule 10b5-1 or Rule 10b-18 pursuant to 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 which case of any event described in clause (x) or (y) above occurs, the Calculation Agent may, in its commercially reasonable judgmentdiscretion, 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 Regulatory Disruption postponement or Disruption Eventlimitation. Extraordinary Dividend: For any calendar quarter, as the case may be. Cash Dividends: The Counterparty will not declare nor pay any cash dividend or distribution on the Shares with an ex-dividend date occurring during such calendar quarter (including other than any Extraordinary Dividenddividend or distribution of the type described in Section 11.2(e)(i) (as defined under or Section 11.2(e)(ii)(A) of the Equity Definitions) during the Relevant Dividend Period (a “Cash Dividend”). Consequences ) the amount or value of Cash Dividend: The declaration which (as reasonably determined by the Issuer Calculation Agent), when aggregated with the amount or value (as reasonably determined by the Calculation Agent) of any Cash Dividend, the and all previous Dividends with ex-dividend date for which occurs or is scheduled to occur during dates occurring in the Relevant same calendar quarter, exceeds the Ordinary Dividend Period for any Amount. Ordinary Dividend Amount: For each Transaction, shall, at Dealer’s election as set forth in its commercially reasonable judgment, constitute an Additional Termination Event in respect of such Transaction, with Counterparty as the sole Affected Party and such Transaction as the sole Affected Transaction. 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 Period: For each Transaction, the period from, and including, the Trade Date for such Transaction to, and includingcalendar quarter, the Relevant Dividend Period End Date for Calculation Agent shall make such Transaction. Relevant Dividend Period End Date: For each Transactionadjustment to the exercise, if the Number of Shares to be Delivered for such Transaction is negativesettlement, the last day payment or any other terms of the Settlement Valuation Period; otherwiserelevant 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 Termination Date for such Shares or the Transaction).

Potential Adjustment Event. In addition Notwithstanding anything to the events described contrary in Section 11.2(e) of the Equity Definitions, 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 parties agree that (1) open market Share repurchases by Counterparty, if any, in accordance with Rule 10b5-1 or Rule 10b-18 pursuant to documentation entered into between Dealer (or an Affiliate of Dealer) and Counterparty Extraordinary Dividend shall not be considered constitute a Potential Adjustment Event Extraordinary Dividend: For any fiscal 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 fiscal quarter (2) other than any repurchase dividend or distribution of Shares pursuant to this Transaction shall not be considered a Potential Adjustment Event. In the case of any event type described in clause (xSection 11.2(e)(i) or Section 11.2(e)(ii)(A) or (yB) above occurs, the Calculation Agent may, in its commercially reasonable judgment, adjust any relevant terms of such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction prior to such Regulatory Disruption or Disruption Event, as the case may be. Cash Dividends: The Counterparty will not declare nor pay any cash dividend or distribution (including any Extraordinary Dividend) (as defined under the Equity Definitions) during the Relevant Dividend Period (a “Cash Dividend”). Consequences ) that is either (i) a non-regularly scheduled Divided or (ii) the amount or value of Cash Dividend: The declaration which (as determined by the Issuer of Calculation Agent) exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For any Cash Dividendcalendar quarter, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period for any Transaction, shall, at Dealer’s election in its commercially reasonable judgment, constitute an Additional Termination Event in respect of such Transaction, with Counterparty as the sole Affected Party and such Transaction as the sole Affected Transaction. 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 Relevant Dividend PeriodEvent subject to Calculation Agent Adjustment. In the case of a suspension pursuant to Section 10, the Calculation Agent shall make such adjustments prior to the period of suspension, if it is practical to do so. Otherwise, and in all cases of a suspension as contemplated under “Market Disruption Event” above, the Calculation Agent 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 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: 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 each purposes of this Transaction, the period fromdefinition of Merger Date in Section 12.1(c) shall be amended to read, and including“Merger Date shall mean the Announcement Date.” For purposes of this Transaction, the Trade definition of Tender Offer Date for such Transaction toin Section 12.1(e) shall be amended to read, “Tender Offer Date shall mean the Announcement Date.” Composition of Combined Consideration: Applicable Nationalization, Insolvency or Delisting: Cancellation and including, the Relevant Dividend Period End Date for such Transaction. Relevant Dividend Period End DatePayment Additional Disruption Events: Change in Law: 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 each Transactionall Extraordinary Events, if the Number of Shares to be Delivered for such Transaction is negativeMSCO Hedging Party: For all Additional Disruption Events, the last day of the Settlement Valuation Period; otherwise, the Termination Date for such Transaction.MSCO Non-Reliance: Applicable AGREEMENTS AND ACKNOWLEDGMENTS: Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable

Potential Adjustment Event. In addition Notwithstanding anything to the events described contrary in Section 11.2(e) of the Equity Definitions, 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 parties agree that (1) open market Share repurchases by Counterparty, if any, in accordance with Rule 10b5-1 or Rule 10b-18 pursuant to documentation entered into between Dealer (or an Affiliate of Dealer) and Counterparty Extraordinary Dividend shall not be considered constitute a Potential Adjustment Event Extraordinary Dividend: Any dividend or distribution on the Shares with an ex-dividend date occurring during the period from and including the first day of the Hedge Period to and including the Termination Date (2) other than any repurchase dividend or distribution of Shares pursuant to this Transaction shall not be considered a Potential Adjustment Event. In the case of any event type described in clause (xSection 11.2(e)(i) or Section 11.2(e)(ii)(A) or (yB) above occurs, the Calculation Agent may, in its commercially reasonable judgment, adjust any relevant terms of such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction prior to such Regulatory Disruption or Disruption Event, as the case may be. Cash Dividends: The Counterparty will not declare nor pay any cash dividend or distribution (including any Extraordinary Dividend) (as defined under the Equity Definitions) during the Relevant Dividend Period (a “Cash Dividend”). Consequences ) that is either (i) a non-regularly scheduled Dividend or (ii) the amount or value of Cash Dividend: The declaration which (as determined by the Issuer of Calculation Agent) exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For any Cash Dividendcalendar quarter, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period for any Transaction, shall, at Dealer’s election in its commercially reasonable judgment, constitute an Additional Termination Event in respect of such Transaction, with Counterparty as the sole Affected Party and such Transaction as the sole Affected Transaction. 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 Relevant Dividend Period: For each TransactionEvent subject to Calculation Agent Adjustment. In the case of a suspension pursuant to Section 10, the Calculation Agent shall make such adjustments prior to the period fromof suspension, if it is practical to do so. Otherwise, and includingin all cases of a suspension as contemplated under “Market Disruption Event” above, the Trade Date for Calculation Agent shall make such Transaction to, 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 including, the Relevant Dividend Period End Date for such Transaction. Relevant Dividend Period End Date: For each Transaction, if the Number of Shares to be Delivered for such Transaction is negative, the last day Payment on that portion of the Settlement Valuation PeriodOther Consideration that consists of cash; otherwise, Modified Calculation Agent Adjustment on the Termination Date for such Transaction.remainder of 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: 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

Potential Adjustment Event. In addition Notwithstanding anything to the events described contrary in Section 11.2(e) of the Equity Definitions, it an Extraordinary Dividend shall not constitute an additional a Potential Adjustment Event if (x) a Regulatory Disruption as described in Section 7 occurs or (y) a Disruption Event occurs; provided that the Event. The parties agree that (1) any open market Share repurchases by Counterpartythe Issuer at prevailing prices, if any, in accordance with Rule 10b5-1 or Rule 10b-18 repurchases of Shares by the Issuer pursuant to documentation entered into between Dealer the Issuer’s stock repurchase plans or Compensatory Plans (as defined below) or an Affiliate of Dealer) and Counterparty 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 a Potential Adjustment Event Events. Extraordinary Dividend: Any dividend or distribution on the Shares with an ex-dividend date occurring during the period from and including the Trade Date to and including the Valuation Date (2) other than any repurchase dividend or distribution of Shares pursuant to this Transaction shall not be considered a Potential Adjustment Event. In the case of any event type described in clause (xSection 11.2(e)(i) or Section 11.2(e)(ii)(A) or (yB) above occurs, the Calculation Agent may, in its commercially reasonable judgment, adjust any relevant terms of such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction prior to such Regulatory Disruption or Disruption Event, as the case may be. Cash Dividends: The Counterparty will not declare nor pay any cash dividend or distribution (including any Extraordinary Dividend) (as defined under the Equity Definitions) during the Relevant Dividend Period (a “Cash Dividend”). Consequences ) that is either (i) a non-regularly scheduled Dividend or (ii) the amount or value of Cash Dividend: The declaration which (as determined by the Issuer of Calculation Agent) exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For any Cash Dividendcalendar quarter, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period for any Transaction, shall, at Dealer’s election in its commercially reasonable judgment, constitute an Additional Termination Event in respect of such Transaction, with Counterparty as the sole Affected Party and such Transaction as the sole Affected Transaction. 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 Relevant Dividend PeriodEvent subject to Calculation Agent Adjustment. In the case of a suspension pursuant to Section 10, the Calculation Agent shall make such adjustments prior to the period of suspension, if it is practical to do so. Otherwise, and in all cases of a suspension as contemplated under “Market Disruption Event” above, the Calculation Agent shall, in a reasonable fashion, 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 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 each purposes of this Transaction, the period fromdefinition of Merger Date in Section 12.1(c) shall be amended to read, and including“Merger Date shall mean the Announcement Date.” For purposes of this Transaction, the Trade definition of Tender Offer Date for such Transaction toin Section 12.1(e) shall be amended to read, and including“Tender Offer Date shall mean the Announcement Date.” For purposes of the Transaction, the Relevant Dividend Period End 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 contemplated by the Hedging Party on the Trade Date”; provided further that the parties agree that, for the avoidance of doubt, for purposes of Section 12.9(a)(ii) of the Equity Definitions, “any applicable law or regulation” shall include the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, any rules and regulations promulgated thereunder and any similar law or regulation (such Transactionrules and regulations referred to herein as “Xxxx-Xxxxx”) without regard to Section 739 of Xxxx-Xxxxx 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. Relevant Dividend Period End DateFailure 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 each Transactionall Extraordinary Events other than Change in Law arising out of Xxxx-Xxxxx, Seller; with respect to a Change in Law arising out of Xxxx-Xxxxx, 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 Number receipt of Shares to be Delivered for such Transaction is negativerequest) provide the other party with a written explanation describing in reasonable detail any determination made by it (including any quotations, market data or information from internal sources used in making such determinations, but without disclosing the last day of the Settlement Valuation Period; otherwise, the Termination Date for such TransactionSeller’s proprietary models).

Potential Adjustment Event. In addition Notwithstanding anything to the events described contrary in Section 11.2(e) of the Equity Definitions, it 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 constitute a Potential Adjustment Event. 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 parties agree that (1) open market Share repurchases by Counterparty, if anyScheduled Termination Date for any Transaction is postponed pursuant to “Valuation Disruption” above, in accordance with Rule 10b5-1 or Rule 10b-18 pursuant to 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 which case of any event described in clause (x) or (y) above occurs, the Calculation Agent may, in its good faith and commercially reasonable judgmentdiscretion, adjust any relevant terms of any such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction to GS&Co. prior to such Regulatory Disruption postponement. Extraordinary Dividend: For any calendar quarter occurring (in whole or Disruption Eventin part) during the Calculation Period, as the case may be. Cash Dividends: The Counterparty will not declare nor pay any cash dividend or distribution on the Shares with an ex-dividend date occurring during such calendar quarter (including other than any Extraordinary Dividenddividend or distribution of the type described in Section 11.2(e)(i) (as defined under or Section 11.2(e)(ii)(A) of the Equity Definitions) during the Relevant Dividend Period (a “Cash Dividend”). Consequences ) the amount or value of Cash Dividend: The declaration which (as determined by the Issuer Calculation Agent), when aggregated with the amount or value (as determined by the Calculation Agent) of any Cash Dividend, the and all previous Dividends with ex-dividend date for which occurs or is scheduled to occur during dates occurring in the Relevant same calendar quarter, exceeds the Ordinary Dividend Period for any Amount. Ordinary Dividend Amount: For each Transaction, shall, at Dealer’s election as set forth in its commercially reasonable judgment, constitute an Additional Termination Event in respect of such Transaction, with Counterparty as the sole Affected Party and such Transaction as the sole Affected Transaction. 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 PeriodDate 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 appropriate to account for the economic effect on the Transaction of such event. Scheduled Ex-Dividend Dates: For each TransactionTransaction for each calendar quarter, as set forth in the period from, and including, the Trade Date for such Transaction to, and including, the Relevant Dividend Period End Date for such Transaction. Relevant Dividend Period End Daterelated Supplemental Confirmation Extraordinary Events: For each Transaction, if the Number Consequences of Shares to be Delivered for such Transaction is negative, the last day of the Settlement Valuation Period; otherwise, the Termination Date for such Transaction.Merger Events:

Potential Adjustment Event. In addition Notwithstanding anything to the events described contrary in Section 11.2(e) of the Equity Definitions, it an Extraordinary Dividend shall not constitute an additional a Potential Adjustment Event if (x) a Regulatory Disruption as described in Section 7 occurs or (y) a Disruption Event occurs; provided that the Event. The parties agree that (1) any open market Share repurchases by Counterpartythe Issuer at prevailing prices, if any, in accordance with Rule 10b5-1 or Rule 10b-18 repurchases of Shares by the Issuer pursuant to documentation entered into between Dealer the Issuer’s stock repurchase plans or Compensatory Plans (as defined below) or an Affiliate of Dealer) and Counterparty 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 a Potential Adjustment Event Events. Extraordinary Dividend: Any dividend or distribution on the Shares with an ex-dividend date occurring during the period from and including the Trade Date to and including the Valuation Date (2) other than any repurchase dividend or distribution of Shares pursuant to this Transaction shall not be considered a Potential Adjustment Event. In the case of any event type described in clause (xSection 11.2(e)(i) or Section 11.2(e)(ii)(A) or (yB) above occurs, the Calculation Agent may, in its commercially reasonable judgment, adjust any relevant terms of such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction prior to such Regulatory Disruption or Disruption Event, as the case may be. Cash Dividends: The Counterparty will not declare nor pay any cash dividend or distribution (including any Extraordinary Dividend) (as defined under the Equity Definitions) during the Relevant Dividend Period (a “Cash Dividend”). Consequences ) that is either (i) a non-regularly scheduled Dividend or (ii) the amount or value of Cash Dividend: The declaration which (as determined by the Issuer of Calculation Agent) exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For any Cash Dividendcalendar quarter, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period for any Transaction, shall, at Dealer’s election in its commercially reasonable judgment, constitute an Additional Termination Event in respect of such Transaction, with Counterparty as the sole Affected Party and such Transaction as the sole Affected Transaction. 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 Relevant Dividend PeriodEvent subject to Calculation Agent Adjustment. In the case of a suspension pursuant to Section 10, the Calculation Agent shall make such adjustments prior to the period of suspension, if it is practical to do so. Otherwise, and in all cases of a suspension as contemplated under “Market Disruption Event” above, the Calculation Agent shall, in a reasonable fashion, 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 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 each purposes of this Transaction, the period fromdefinition of Merger Date in Section 12.1(c) shall be amended to read, and including“Merger Date shall mean the Announcement Date.” For purposes of this Transaction, the Trade definition of Tender Offer Date for such Transaction toin Section 12.1(e) shall be amended to read, and including“Tender Offer Date shall mean the Announcement Date.” For purposes of the Transaction, the Relevant Dividend Period End 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 contemplated by the Hedging Party on the Trade Date”; provided further that the parties agree that, for the avoidance of doubt, for purposes of Section 12.9(a)(ii) of the Equity Definitions, “any applicable law or regulation” shall include the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, any rules and regulations promulgated thereunder and any similar law or regulation (such Transactionrules and regulations referred to herein as “Xxxx-Xxxxx”) without regard to Section 739 of Xxxx-Xxxxx 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. Relevant Dividend Period End DateFailure 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 each Transactionall Extraordinary Events other than Change in Law arising out of Xxxx-Xxxxx, Seller; with respect to a Change in Law arising out of Xxxx-Xxxxx, 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 Number receipt of Shares to be Delivered for such Transaction is negativerequest) provide the other party with a written explanation describing in reasonable detail any determination made by it (including any quotations, market data or information from internal sources used in making such determinations, but without disclosing the last day of the Settlement Valuation Period; otherwise, the Termination Date for such TransactionSeller’s proprietary models).

Potential Adjustment Event. In addition to the events described in Section 11.2(e) of the Equity Definitions, 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 parties agree that (1) open market Share repurchases by Counterparty, if any, in accordance with Rule 10b5-1 or Rule 10b-18 pursuant to 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 occurs, the Calculation Agent may, in its commercially reasonable judgment, adjust any relevant terms of such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction prior to such Regulatory Disruption or Disruption Event, as the case may be. Cash Dividends: The Counterparty will not declare nor pay any cash dividend or distribution (including any Extraordinary Dividend) (as defined under the 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 for which occurs or is scheduled to occur during the Relevant Dividend Period for any Transaction, shall, at Dealer’s election in its commercially reasonable judgment, constitute an Additional Termination Event in respect of such Transaction, with Counterparty as the sole Affected Party and such Transaction as the sole Affected Transaction. Method of Adjustment: Calculation Agent Adjustment Relevant Dividend Period: For each Transaction, the period from, and including, the Trade Date for such Transaction to, and including, the Relevant Dividend Period End Date for such Transaction. Relevant Dividend Period End Date: For each Transaction, if the Number of Shares to be Delivered for such Transaction is negative, the last day of the Settlement Valuation Period; otherwise, the Termination Date for such Transaction.

Potential Adjustment Event. In addition Notwithstanding anything to the events described contrary in Section 11.2(e) of the Equity Definitions, 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 parties agree that (1) open market Share repurchases by Counterparty, if any, in accordance with Rule 10b5-1 or Rule 10b-18 pursuant to documentation entered into between Dealer (or an Affiliate of Dealer) and Counterparty Extraordinary Dividend shall not be considered constitute a Potential Adjustment Event Extraordinary Dividend: For any fiscal 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 fiscal quarter (2) other than any repurchase dividend or distribution of Shares pursuant to this Transaction shall not be considered a Potential Adjustment Event. In the case of any event type described in clause (xSection 11.2(e)(i) or Section 11.2(e)(ii)(A) or (yB) above occurs, the Calculation Agent may, in its commercially reasonable judgment, adjust any relevant terms of such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction prior to such Regulatory Disruption or Disruption Event, as the case may be. Cash Dividends: The Counterparty will not declare nor pay any cash dividend or distribution (including any Extraordinary Dividend) (as defined under the Equity Definitions) during the Relevant Dividend Period (a “Cash Dividend”). Consequences ) that is either (i) a non-regularly scheduled Dividend or (ii) the amount or value of Cash Dividend: The declaration which (as determined by the Issuer of Calculation Agent) exceeds the Ordinary Dividend Amount. Ordinary Dividend Amount: For any Cash Dividendcalendar quarter, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period for any Transaction, shall, at Dealer’s election in its commercially reasonable judgment, constitute an Additional Termination Event in respect of such Transaction, with Counterparty as the sole Affected Party and such Transaction as the sole Affected Transaction. 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 Relevant Dividend PeriodEvent subject to Calculation Agent Adjustment. In the case of a suspension pursuant to Section 10, the Calculation Agent shall make such adjustments prior to the period of suspension, if it is practical to do so. Otherwise, and in all cases of a suspension as contemplated under “Market Disruption Event” above, the Calculation Agent 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 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 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 each purposes of this Transaction, the period fromdefinition of Merger Date in Section 12.1(c) shall be amended to read, and including“Merger Date shall mean the Announcement Date.” For purposes of this Transaction, the Trade definition of Tender Offer Date for such Transaction toin Section 12.1(e) shall be amended to read, “Tender Offer Date shall mean the Announcement Date.” Composition of Combined Consideration: Applicable Nationalization, Insolvency or Delisting: Cancellation and including, the Relevant Dividend Period End Date for such Transaction. Relevant Dividend Period End DatePayment Additional Disruption Events: Change in Law: 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 each Transactionall Extraordinary Events, if the Number of Shares to be Delivered for such Transaction is negativeMSCO Hedging Party: For all Additional Disruption Events, the last day of the Settlement Valuation Period; otherwise, the Termination Date for such Transaction.MSCO Non-Reliance: Applicable AGREEMENTS AND ACKNOWLEDGMENTS: Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable