Payment by Counterparty. In the event that, following payment of the Premium, # an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under [Section 5(a)(ii) or 5(a)(iv)])] of the Agreement) and, as a result, Counterparty owes to Dealer an amount calculated under [Section 6(e)] of the Agreement, or # Counterparty owes to Dealer, pursuant to [Section 12.7] or [Section 12.9] of the Equity Definitions, an amount calculated under [Section 12.8] of the Equity Definitions, such amount shall be deemed to be zero.

Counterparty Purchases. Counterparty (or any “affiliate” or “affiliated purchaser” as defined in Rule 10b-18) shall not, without the prior written consent of Dealer, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or limited partnership or a depository share), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Relevant Period, any Settlement Valuation Period (if applicable) or any Seller Termination Purchase Period (if applicable), under this Master Confirmation. Notwithstanding the foregoing, in its ordinary course of business, the Counterparty may withhold Shares in connection with net share settlement of any stock option or to satisfy tax withholding amounts due from employees related to the receipt of stock which resulted from the exercise or vesting of equity awards.

Counterparty Purchases. Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18) shall not, without the prior written consent of Dealer, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or limited partnership or a depository share), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Relevant Period, any Settlement Valuation Period (if applicable) or any Seller Termination Purchase Period (if applicable), under this Master Confirmation. Notwithstanding the foregoing, in its ordinary course of business, the Counterparty may withhold Shares in connection with net share settlement of any stock option or to satisfy tax withholding amounts due from employees related to the receipt of stock which resulted from the exercise or vesting of equity awards.

Payment by Counterparty. In the event that, following payment of the Premium, # an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under [Section 5(a)(ii) or 5(a)(iv)])] of the Agreement) and, as a result, Counterparty owes to Dealer an amount calculated under [Section 6(e)] of the Agreement, or # Counterparty owes to Dealer, pursuant to [Section 12.7] or [Section 12.9] of the Equity Definitions, an amount calculated under [Section 12.8] of the Equity Definitions, such amount shall be deemed to be zero.

Counterparty Purchases. Counterparty (or any “affiliate” or “affiliated purchaser” as defined in Rule 10b-18) shall not, without the prior written consent of JPMorgan, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or limited partnership or a depository share), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Relevant Period, any Settlement Valuation Period (if applicable) or any Seller Termination Purchase Period (if applicable), under this Master Confirmation except pursuant to any Other Specified Repurchase Agreement that is intended to comply with the requirements of Rule 10b5-1(c) of the Exchange Act. However, the foregoing shall not # limit Counterparty’s ability to purchase Shares in connection with any company employee, officer or director equity plan or any dividend reinvestment plan, in each case, that is not expected to result in market transactions, # limit Counterparty’s ability to withhold Shares to cover tax liabilities associated with any such plan, # prohibit any purchases effected by or for an issuer “plan” by an “agent independent of the issuer” (each as defined in Rule 10b-18), # otherwise restrict Counterparty’s or any of its affiliates’ ability to repurchase Shares under privately negotiated, off exchange transactions with any of its employees, officers, directors, affiliates or any third party that are not expected to result in market transactions or # limit Counterparty’s ability to grant stock and options to “affiliated purchasers” (as defined in Rule 10b-18) or the ability of such affiliated purchasers to acquire such stock or options in connection with Counterparty’s compensation policies for directors, officers and employees or any agreements with respect to the compensation of directors, officers or employees of any entities that are acquisition targets of Counterparty.

Counterparty Purchases. Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18) shall not, without the prior written consent of JPMorgan, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or limited partnership or a depository share), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Relevant Period, any Settlement Valuation Period (if applicable) or any Seller Termination Purchase Period (if applicable), under this Master Confirmation, except through JPMorgan (and, for the avoidance of doubt, JPMorgan shall not be obligated to effect any such purchases). If JPMorgan is requested, and agrees, to make any such purchases, JPMorgan will cooperate in good faith with Counterparty to execute mutually acceptable documentation pursuant to which JPMorgan shall make any such purchases. Notwithstanding the foregoing, # an agent independent of Counterparty may purchase Shares effected by or for an issuer plan in accordance with the requirements of Section 10b-18(a)(13)(ii) under the Exchange Act (with “issuer plan” and “agent independent of Counterparty” each being used herein as defined in Rule 10b-18) and # Counterparty or any “affiliated purchaser” may purchase Shares in # unsolicited transactions or # privately negotiated (off-market) transactions, in each case, so long as, # such transactions would not reasonably be expected to result in any market purchases and # such transactions are not “Rule 10b-18 purchases” (as defined in Rule 10b-18), in each case, without the consent of JPMorgan. In addition, nothing in this Section 9 shall prohibit or apply to Permitted Equity Incentive Plan Purchases or to any other acquisition, exercise, exchange or other transaction in connection with awards under any equity incentive plan or program of Counterparty, so long as, in each case, such purchase, acquisition, exercise, exchange or other transaction would not reasonably be expected to result in any market purchases.

Payment by Counterparty. In the event that, following payment of the Premium, # an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under [Section 5(a)(ii) or 5(a)(iv)])] of the Agreement) and, as a result, Counterparty owes to Dealer an amount calculated under [Section 6(e)] of the Agreement, or # Counterparty owes to Dealer, pursuant to [Section 12.7] or [Section 12.9] of the Equity Definitions, an amount calculated under [Section 12.8] of the Equity Definitions, such amount shall be deemed to be zero.

Payment by Counterparty. In the event that, following payment of the Premium, # an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under [Section 5(a)(ii) or 5(a)(iv)])] of the Agreement) and, as a result, Counterparty owes to Dealer an amount calculated under [Section 6(e)] of the Agreement, or # Counterparty owes to Dealer, pursuant to [Section 12.7] or [Section 12.9] of the Equity Definitions, an amount calculated under [Section 12.8] of the Equity Definitions, such amount shall be deemed to be zero.

Prior to the payment of any Proceeds to the Counterparty, the Counterparty shall direct the payor to remit such Proceeds not to the Counterparty but rather to the payment account of the Payment Agent set forth on [Annex II], with proper endorsements if by check or other instrument.

Payment by Counterparty. In the event that, following payment of the Premium, # an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under [Section 5(a)(ii) or 5(a)(iv)])] of the Agreement) and, as a result, Counterparty owes to Dealer an amount calculated under [Section 6(e)] of the Agreement, or # Counterparty owes to Dealer, pursuant to [Section 12.7] or [Section 12.9] of the Equity Definitions, an amount calculated under [Section 12.8] of the Equity Definitions, such amount shall be deemed to be zero.