Common use of Agreements and Acknowledgements Regarding Hedging Clause in Contracts

Agreements and Acknowledgements Regarding Hedging. Counterparty understands, acknowledges and agrees that: (A) at any time on and prior to the final Valuation Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with respect to the Transaction; (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction; (C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Counterparty shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price; (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares in a manner that may be adverse to Counterparty; (E) each party’s rights and obligations under this Transaction are not dependent or conditional upon Dealer owning or having any legal or equitable interest in the Shares or any expectation of Dealer acquiring such an interest and the fact that Dealer may or may not have such an interest or an expectation of acquiring such an interest shall have no effect whatsoever on the rights and obligations of the parties under this Transaction; and (F) for the avoidance of doubt, notwithstanding any provision of the Equity Definitions: (i) neither party shall acquire any right to exercise, or control the exercise of, any voting or disposal rights relating to any Shares or to give any consent with respect to the Shares by virtue of the Transaction; (ii) the parties are not acting in concert in respect of the exercise of voting or disposal rights relating to any Shares and the parties will make their own determination independently of each other in relation to corporate actions in respect of the Issuer and any Shares that may be held by them; and (iii) there is no agreement, arrangement or understanding between the parties in relation to voting or disposal of any Shares or for the purpose of controlling or influencing the composition of the Issuer's board or the conduct of the Issuer's affairs. Without limiting the generality of the foregoing, Counterparty shall not be entitled pursuant to the Transaction, whether directly or indirectly, to vote or direct the voting of, or to give or direct the giving of any consent with respect to, any Shares (including any Shares held by or on behalf of Dealer as a hedge for the Transaction), and the parties agree that Dealer under this Transaction shall not take any such directions or instructions from the other party, or any of its officers, directors, employees, agents or representatives, as to such voting or consent.

Agreements and Acknowledgements Regarding Hedging. (i) Counterparty understands, acknowledges and agrees that: (A) at any time on and prior to the final Valuation Date, Dealer JPMorgan and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with respect to the Transaction; (B) Dealer JPMorgan and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction; (C) Dealer JPMorgan shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Counterparty shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price; and (D) any market activities of Dealer JPMorgan and its affiliates with respect to Shares may affect the market price and volatility of Shares in a manner that may be adverse to Counterparty; . (Eii) each party’s rights and obligations under this Transaction are not dependent JPMorgan agrees to use commercially reasonable efforts to establish its initial Hedge Positions, or conditional upon Dealer owning or having any legal or equitable interest in portion thereof, with respect to the Transactions that consists of over-the-counter equity derivative transactions relating to the Shares with one or any expectation of Dealer acquiring such an interest and the fact more counterparties that Dealer may or may not have such an interest or an expectation of acquiring such an interest shall have no effect whatsoever on the rights and obligations JPMorgan believes in good faith to be purchaser(s) of the parties under this Transaction; and Notes at or around the time it agrees to enter into such transaction with each such counterparty (F) it being understood that for the avoidance of doubt, notwithstanding following the establishment of such Hedge Position, JPMorgan shall not be required to maintain any provision of the Equity Definitions: (i) neither party shall acquire such Hedge Positions with any right to exercisesuch counterparties). JPMorgan further agrees that it will not establish subsequent Hedge Positions, or control the exercise ofany portion thereof, any voting or disposal rights relating to any Shares or to give any consent with respect to the Shares by virtue of Transactions that relate to the Transaction; (ii) Shares, unless JPMorgan has reason to believe, in good faith, that the parties are not acting in concert counterparty to a transaction in respect of the exercise of voting or disposal rights relating to any Shares and the parties will make their own determination independently of each other in relation to corporate actions in respect such Hedge Position is a holder of the Issuer and any Shares that may be held by them; and Notes at or around the time it agrees to enter into such transaction with JPMorgan (iii) there is no agreementit being understood that, arrangement or understanding between the parties in relation to voting or disposal of any Shares or for the purpose avoidance of controlling or influencing doubt, following the composition establishment of the Issuer's board or the conduct of the Issuer's affairs. Without limiting the generality of the foregoingsuch subsequent Hedge Position, Counterparty JPMorgan shall not be entitled pursuant required to the Transaction, whether directly or indirectly, to vote or direct the voting of, or to give or direct the giving of any consent maintain such Hedge Position with respect to, any Shares (including any Shares held by or on behalf of Dealer as a hedge for the Transactionsuch counterparty), and the parties agree that Dealer under this Transaction shall not take any such directions or instructions from the other party, or any of its officers, directors, employees, agents or representatives, as to such voting or consent.