EFTA Document EFTA01365941

Additional Disruption Events: Change in Law. Failure to Deliver: Insolvency Filing: Hedging Disruption: Hedging Party Increased Cost of Hedging: Hedging Party: Loss of Stock Borrow. Increased Cost of Stock Borrow Initial Stock Loan Rate: Hedging Party: Determining Party: Applicable, except that Section 12.9(a)(ii) is amended by the replacement of the word "Shares" with "Hedge Positions" and the replacement of the words in the last three lines starting "or (Y) it will incur..." to "...on its tax position)" with the words "unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction" Applicable Applicable Applicable Party A Applicable Party A Inapplicable Applicable Means as determined by the Calculation Agent and refers to the basis point fee used by stock lenders for the specific Shares underlying the Transaction and does not include the prevailing interest rate. Party A Party A Additional Representations, Agreements and Acknowledgments: Non-Reliance: Agreement and Acknowledgments Regarding Hedging Activities: Additional Acknowledgments: Eligible Contract Participant: Applicable Applicable Applicable Each party represents to the other party that it is an "eligible contract participant" as defined in the U.S. Commodity Exchange Act (as amended) Party B Representations. Party B represents, warrants and acknowledges that: Securities Act. It is a "qualified institutional buyer" as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act") Credit Support Provision: Party B agrees to pay to Party A the sum of USD 1168986.00 as upfront collateral for entering into this Transaction. For the avoidance of doubt. if the parties to the Transaction have executed an ISDA Credit Support Annex then such amount shall be deemed an "Independent Amount' in relation to such Transaction and shall be applied to Party 8 only. Party B Representations. Party B represents, warrants and acknowledges that: The execution, delivery and performance of this Confirmation and the Transactions contemplated hereunder will not violate any applicable law or regulation, including, without limitation, any short-selling restrictions and reporting obligations as may be imposed in any relevant jurisdiction from time to time, and that Counterparty is not engaging in the Transactions contemplated hereunder with the intent to impermissibly avoid any such restrictions, reporting or disclosure obligations or any applicable regulatory filings. Account Details: Payments to Party A Standard Settlement Instructions CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0057382 SDNY_GM_00203566 EFTA01365941