Text extracted via OCR from the original document. May contain errors from the scanning process.
(b) the Exchange is within the European Union, and the
Shares are not immediately re-listed, re-traded or re-quoted
on any of the exchanges or quotation systems located in
Austria, Belgium, Denmark, Finland, France, Germany,
Ireland, Italy, Luxembourg, the Netherlands, Norway,
Portugal, Spain, Sweden, Switzerland or the United Kingdom.
Additional Disruption Events:
Change in Law:
Insolvency Filing:
Hedging Disruption:
Hedging Party:
Increased Cost of Hedging:
Hedging Party:
Increased Cost of Stock Borrow
Hedging Party:
Determining Party:
Other Provisions:
Optional Early Termination:
Applicable, except that Section 12.9(a)(ii) is amended by the
replacement of the word "Shares" with "Hedge Positions"
Applicable
Applicable
Party A
Applicable
Party A
Applicable. For the avoidance of doubt, "Initial Stock Loan
Rate" shall be 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
For all Additional Disruption Events, Party A
Notwithstanding any other termination provision contained in
this Confirmation or the Agreement and so long as no
Termination Event or Event of Default (as such terms are
defined in the Agreement) shall have occurred and then be
continuing with respect to the party making the election
hereunder, either party may upon three (3) Scheduled
Trading Days' prior notice to the other party terminate this
Transaction in whole or in part by designating an earlier
[Scheduled Trading Day / Valuation Date) as the "Optional
Early Termination Valuation Date". For the avoidance of
doubt, if such right is exercised by either party pursuant to the
terms hereof, with respect to the portion of the Transaction
being terminated:
(1) the Optional Early Termination
Valuation Date shall be deemed to be the final Valuation Date
(subject to Disrupted Day provisions, if applicable), (2) the
Optional Early Termination Payment Date (as defined below)
shall be deemed to be the final Cash Settlement Payment
Date and the Floating or Fixed Amount Payment Date (as the
case may be), (3) the Final Price for the Share shall be based
on an objective measure (either the current market price for
the applicable number of shares or the closing price) as
agreed by the parties (except, if the parties are unable to
agree, an objective measure determined by the Calculation
Agent), with the Final Price determined by the Calculation
Agent, (4) the amount payable shall be adjusted (up or down)
by funding breakage costs, as determined by Party A in a
commercially reasonable manner, (5) if Party A is unable,
after using commercially reasonable efforts, to acquire,
establish, re-establish, substitute, maintain, unwind or
dispose of any transactions or assets it deems necessary to
effect such early termination or realize, recover or remit the
proceeds of any such transactions or assets ("Termination
Adjustments"), it may, in whole or in part, move the Optional
Early Termination Valuation Date forward to the nearest dates
as it is able to make such Termination Adjustments, and (6)
Party B shall be deemed to represent that its election to
Confidential
CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e)
CONFIDENTIAL
SDNY_GM_00261872
DB-SDNY-0115688
EFTA01456484