Forward Purchaser Efforts. Upon the terms and subject to the conditions set forth in this Agreement and the Master Forward Confirmation, upon the delivery of a Forward Placement Notice to the Forward Purchaser and the Forward Purchaser’s acceptance of such Forward Placement Notice, and unless the sale of the Forward Hedge Shares described therein has been suspended, cancelled or otherwise terminated in accordance with the terms of this Agreement or the Master Forward Confirmation, the Forward Purchaser will use commercially reasonable efforts to borrow (including, but not limited to, from the Selling Stockholder) Forward Hedge Shares up to the Forward Share Number for the applicable Forward Placement Notice accepted by the Forward Purchaser and will use commercially reasonable efforts consistent with its normal trading and sales practices to sell such Forward Hedge Shares. For the avoidance of doubt, the Selling Stockholder or the Forward Purchaser may modify a Forward Placement Notice at any time provided they both agree in writing to any such modification. The Selling Stockholder and the Forward Purchaser each acknowledge and agree that # there can be no assurance that the Forward Purchaser will be successful in selling any Forward Hedge Shares, # the Forward Purchaser will not incur any liability or obligation to the Selling Stockholder if it fails to sell any Forward Hedge Shares for any reason other than a failure to use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell such Forward Hedge Shares as required by this Agreement and # the Forward Purchaser may elect to borrow such Forward Hedge Shares from either the Selling Stockholder or other share lenders at its sole discretion. Notwithstanding anything herein to the contrary and for the avoidance of doubt, a Forward Purchaser’s obligation to use commercially reasonable efforts to borrow all or any portion of the Forward Hedge Shares and to use commercially reasonable efforts consistent with its normal trading and sales practices to sell such portion of the Forward Hedge Shares for any Forward hereunder shall be subject in all respects to [clause (vi)] of the provisions under the caption “Conditions to Effectiveness” in [Section 3] of the Master Forward Confirmation.

Sale of Forward Purchaser Efforts. Upon the terms and subject to the conditions set forth in this Agreement and the Master Forward Confirmation, upon the deliveryHedge Shares. In connection with any acceptance of a Forward Placement Notice by the Forward Purchaser, and subject to the Forward Purchaser andterms this Agreement, no later than the Forward Purchaser’s acceptance of such Forward Placement Notice, and unless the saleopening of the Trading Day next following the last Trading Day of each Forward Hedge Shares described therein has been suspended, cancelled or otherwiseSelling Period (or, if earlier, the date on which any Forward Hedge Selling Period is terminated in accordance with the terms of this Agreement or the Master Forward Confirmation,Confirmation), the Forward Purchaser willshall execute and deliver to the Selling Stockholder a Pricing Supplement, which shall be final and binding on the Selling Stockholder upon delivery thereof. For each Forward, the Selling Stockholder shall be obligated to enter into a Forward Contract with the Forward Purchaser, and the Forward Purchaser shall be obligated to use commercially reasonable efforts to borrow (including, but not limited to, from the Selling Stockholder) Forward Hedge Shares up to the Forward Share Number for the applicable Forward Placement Notice accepted by the Forward Purchaserborrow, and will use commercially reasonable efforts consistent with its normal trading and sales practices to sellsell, the Forward Hedge Shares pursuant to such Forward Hedge Shares. For the avoidance of doubt,only if and when the Selling Stockholder or the Forward Purchaser may modifydelivers a Forward Placement Notice at any time provided they both agree in writing to any such modification. The Selling Stockholderthe Forward Purchaser and the Forward Purchaser each acknowledge and agree that # there can be no assurance that the Forward Purchaser will be successful in selling any Forward Hedge Shares, # the Forward Purchaser will not incur any liability or obligation to the Selling Stockholder if it fails to sell any Forward Hedge Shares for any reason other than a failure to use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sellhas accepted such Forward Hedge SharesPlacement Notice as required by this Agreement and # the Forward Purchaser may elect to borrow such Forward Hedge Shares from either the Selling Stockholder or other share lenders at its sole discretion. Notwithstanding anything herein to the contrary and for the avoidance of doubt, a Forward Purchaser’s obligation to use commercially reasonable efforts to borrow all or any portion of the Forward Hedge Shares and to use commercially reasonable efforts consistent with its normal trading and sales practices to sell such portion of the Forward Hedge Shares for any Forward hereunder shall be subject in all respects to [clause (vi)] of the provisions under the caption “Conditions to Effectiveness”provided in [Section 3] of the Master Forward Confirmation.3(e)(i)].