Calculations and Payment Date upon Early Termination. The parties acknowledge and agree that in calculating Loss pursuant to [Section 6] of the Agreement Dealer may (but need not) determine losses without reference to actual losses incurred but based on expected losses assuming a commercially reasonable (including without limitation with regard to reasonable legal and regulatory guidelines) risk bid were used to determine loss to avoid awaiting the delay associated with closing out any hedge or related trading position in a commercially reasonable manner prior to or soon following the designation of an Early Termination Date. Notwithstanding anything to the contrary or in [Section 6(d)(ii)] of the Agreement, all amounts calculated as being due in respect of an Early Termination Date in respect of a Transaction under [Section 6(e)] of the Agreement will be payable on the day that notice of the amount payable is effective; provided that if Counterparty elects to receive Shares or Alternative Delivery Property in accordance with [Section 14], such Shares or Alternative Delivery Property shall be delivered on a date selected by Dealer as promptly as practicable.

#​ Right of Termination. ​ may terminate this Agreement for any reason and at any time prior to the Expiration Date on not less than thirty (30) days’ prior written notice to Seller (or such longer period as required under any applicable Third Party Service Provider Contract). ​ and the ​ shall be solely responsible for any termination fee payable by Seller or its Affiliates under any Third Party Service Provider Contract due to such early termination and shall promptly pay or reimburse Seller, as applicable, for any such fee following receipt of written notice thereof.

Early Termination. In the event that an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to any Transaction (except as a result of a Merger Event in which the consideration or proceeds to be paid to holders of Shares consists solely of cash), if either party would owe any amount to the other party pursuant to [Section 6(d)(ii)] of the Agreement (any such amount, a “Payment Amount”), then the following provisions shall apply. If such Payment Amount is owed by Dealer, then in lieu of any payment of such Payment Amount, such Payment Amount shall be satisfied through the delivery of a number of Shares (or, in the case of a Merger Event, a number of units, each comprising the number or amount of the securities or property that a hypothetical holder of one Share would receive in such Merger Event (each such unit, an “Alternative Delivery Unit” and, the securities or property comprising such unit, “Alternative Delivery Property”)) with a value equal to the Payment Amount, as determined by the Calculation Agent (and the parties agree that, in making such determination of value, the Calculation Agent may take into account a number of factors, including the market price of the Shares or Alternative Delivery Property on the date of early termination and the prices at which Dealer purchases Shares or Alternative Delivery Property to fulfill its delivery obligations under this [Section 14]), unless Counterparty, no later than such Early Termination Date or the date on which such Transaction is terminated, elects for Dealer to satisfy its obligation to pay the Payment Amount in cash; provided that in determining the composition of any Alternative Delivery Unit, if the relevant Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash. If such Payment Amount is owed by Counterparty, Annex A shall apply except that the Settlement Method Election Date and the Cash Settlement Payment Date shall be the Early Termination Date, the Forward Cash Settlement Amount shall be zero (0) minus the Payment Amount owed by Counterparty (and, for the avoidance of doubt, the definitions of Settlement Price and Settlement Valuation Period shall not apply) and, in the case of a Merger Event, references to “Shares” shall be references to “Alternative Delivery Units.”

Early Termination. The Transactions may be early terminated in terms of the Master Agreement for any breach of this Global Agreement or the corresponding Guarantee Agreement.

Without prejudice to any legal or other rights or remedies of the party who asks for termination of this Agreement, any party has the right to terminate this Agreement immediately with written notice to the other party in the event the other party materially breaches this Agreement including without limitation Section 6.1, 6.2 and 6.3 of this Agreement and fails to cure its breach within 30 days from the date it receives written notice of its breach from the non-breaching party.

“Early Termination Date” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

Any interest or fee accruing under this Agreement accrues from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 or 365 days or otherwise, depending on what the Facility Agent determines is market practice.

Calculations. All calculations of the Net Risk Exposure, Market Value of the Guarantee, Guarantee Amount, and Reimbursement Amount shall be made by the Valuation Agent. The calculations shall be made around the Valuation Time. The Valuation Agent shall notify the calculations to the other Party when there is a Reimbursement Amount or a Guarantee Amount.

Payment Date. Unless the Eligible Director selects a later Payment Date in accordance with the rules set forth in this Paragraph 5, the Payment Date for a Program Award of RSUs shall be the first (1st) anniversary of the date of grant or, if earlier (but only in the case of a Program Award granted immediately following an annual meeting of stockholders of the Company), the day immediately preceding the date of the annual meeting (if any) of stockholders of the Company next following the date of grant. An Eligible Director may, on the Selection Date, or, if he is elected to the Board for the first time, on a date that is no later than 15 days after the date of such first election to the Board, in lieu of the Payment Date specified in the immediately preceding sentence, irrevocably (except as hereinafter provided) select a Payment Date with respect to such Program Award that is the second (2nd), third (3rd), fourth (4th), or fifth (5th) anniversary of the date of grant (an “Alternative Initial Payment Date”). Any Eligible Director who has timely selected an Alternative Initial Payment Date may at any time thereafter but prior to the earlier to occur of # the Eligible Director’s ceasing to be a member of the Board for any reason or # the date that is twelve months prior to the Alternative Initial Payment Date, irrevocably select a deferred payment date (the “Deferred Payment Date”) that is the fifth (5th) anniversary of the Alternative Initial Payment Date. In the case of an Eligible Director who selects an Alternative Initial Payment Date and does not thereafter select a Deferred Payment Date, the Alternative Initial Payment Date shall be the “Payment Date” for purposes of Paragraph 4 above and Paragraph 6 below. In the case of an Eligible Director who selects an Alternative Initial Payment Date and thereafter timely and properly selects a Deferred Payment Date, the Deferred Payment Date shall be the “Payment Date” for purposes of Paragraph 4 above and Paragraph 6 below.