Common use of Transfer or Assignment Clause in Contracts

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of Citibank. Citibank may, without Company's consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If after Citibank's commercially reasonable efforts, Citibank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "beneficial ownership" (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as a percentage, the "Warrant Equity Percentage") to 14.5% or less, Citibank may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "Terminated Portion") of this Transaction, such that (i) its "beneficial ownership" following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%. In the event that Citibank so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion, (ii) Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(l) shall apply to any amount that is payable by Citibank to Company pursuant to this sentence). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any Shares or other securities to or from Company, Citibank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Citibank's obligations in respect of this Transaction and any such designee may assume such obligations. Citibank shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of Citibank. Citibank may, without Company's ’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party; provided, however, that Citibank shall not transfer any of its rights or obligations under the Transaction to any entity listed on Schedule A without Company’s consent. If after Citibank's ’s commercially reasonable efforts, Citibank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "’s “beneficial ownership" ” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's ’s outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as a percentage, the "Warrant Equity Percentage") Percentage to 14.5% or less, Citibank may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "“Terminated Portion"”) of this Transaction, such that (i) its "“beneficial ownership" ” following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%. In the event that Citibank so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion, (ii) Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(l9(j) shall apply to any amount that is payable by Company to Citibank to Company pursuant to this sentence). The “Warrant Equity Percentage” as of any day is the fraction (x) the numerator of which is the sum of (A) the product of (a) the Number of Warrants multiplied by (b) the Warrant Entitlement; plus (B) the product of (a) the Number of Warrants for the Warrants Transaction between Company and Citibank (Re: 2017 Warrants) (the “Other Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the Other Warrants Transaction and (y) the denominator of which is the number of Company’s Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any Shares or other securities to or from Company, Citibank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Citibank's ’s obligations in respect of this Transaction and any such designee may assume such obligations. Citibank shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of CitibankJPMorgan. Citibank JPMorgan may, without Company's consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If after CitibankJPMorgan's commercially reasonable efforts, Citibank JPMorgan is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank JPMorgan and within a time period reasonably acceptable to Citibank JPMorgan of a sufficient number of Warrants to reduce (i) CitibankJPMorgan's "beneficial ownership" (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as a percentage, the "Warrant Equity Percentage") to 14.5% or less, Citibank JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "Terminated Portion") of this Transaction, such that (i) its "beneficial ownership" following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%. In the event that Citibank JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion, (ii) Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(l) shall apply to any amount that is payable by Citibank Company to Company JPMorgan pursuant to this sentence). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank JPMorgan to purchase, sell, receive or deliver any Shares or other securities to or from Company, Citibank JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform CitibankJPMorgan's obligations in respect of this Transaction and any such designee may assume such obligations. Citibank JPMorgan shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. The Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of CitibankBank. Citibank may, without Company's consent, Bank may transfer or assign all or any part portion of its rights or obligations under this the Transaction to any third partywithout consent of the Company. If after Citibank's commercially reasonable effortsIf, Citibank however, in Bank’s sole discretion, Bank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank Bank and within a time period reasonably acceptable to Citibank Bank of a sufficient number of Warrants to reduce (i) Citibank's "Bank’s “beneficial ownership" ” (within the meaning of Section 13 16 of the Exchange Act and rules promulgated thereunder) to 7.5equal to or less than [ ]% of the Company's ’s outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as a percentage, the "Warrant Equity Percentage") Percentage to 14.5% equal to or lessless than [ ]%, Citibank Bank may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "“Terminated Portion"”) of this the Transaction, such that (i) its "“beneficial ownership" ” following such partial termination will be equal to or less than 7.5[ ]% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5[ ]%. In the event that Citibank Bank so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the Terminated Portion, (ii) the Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions provision of paragraph 9(l9(o) shall apply to any amount that is payable by Citibank the Company to Company Bank pursuant to this sentence). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank Bank to purchase, sell, receive or deliver any Shares or other securities to or from the Company, Citibank Bank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Citibank's Bank’s obligations in respect of this the Transaction and any such designee may assume such obligations. Citibank Bank shall be discharged of its obligations to the Company to the extent of any such performance.

Transfer or Assignment. The Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of CitibankBank. Citibank may, without Company's consent, Bank may transfer or assign all or any part portion of its rights or obligations under this Transaction to any third partywithout consent of the Company. If after Citibank's commercially reasonable effortsIf, Citibank however, in Bank’s sole discretion, Bank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank Bank and within a time period reasonably acceptable to Citibank Bank of a sufficient number of Warrants to reduce (i) Citibank's "Bank’s “beneficial ownership" ” (within the meaning of Section 13 16 of the Exchange Act and rules promulgated thereunder) to equal to or less than 7.5% of the Company's ’s outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as a percentage, the "Warrant Equity Percentage") Percentage to 14.5% equal to or lessless than 9.0%, Citibank Bank may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "“Terminated Portion"”) of this Transaction, such that (i) its "“beneficial ownership" ” following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.59.0%. In the event that Citibank Bank so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion, (ii) the Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(l) shall apply to any amount that is payable by Citibank to Company pursuant to this sentence)Transaction. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank Bank to purchase, sell, receive or deliver any Shares shares or other securities to or from the Company, Citibank Bank may designate any of its affiliates to purchase, sell, receive or deliver such Shares shares or other securities and otherwise to perform Citibank's Bank’s obligations in respect of this Transaction and any such designee may assume such obligations. Citibank Bank shall be discharged of its obligations to the Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of CitibankJPMorgan. Citibank may, without Company's consent, JPMorgan may transfer or assign all or any part portion of its rights or obligations under this Transaction to any third partywithout consent of the Company. If after Citibank's commercially reasonable effortsJPMorgan, Citibank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "in its sole discretion, determines that its “beneficial ownership" ” (within the meaning of Section 13 16 of the Exchange Act and rules promulgated thereunder) exceeds 8.0% or more of the Company’s outstanding Shares and, in its sole discretion, JPMorgan is unable after its commercially reasonable efforts to effect a transfer or assignment on pricing terms and in a time period reasonably acceptable to JPMorgan that would reduce its “beneficial ownership” to 7.5% of Company's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as a percentage%, the "Warrant Equity Percentage") to 14.5% or less, Citibank JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "“Terminated Portion"” ) of this Transaction, such that (i) its "“beneficial ownership" ” following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.58.0%. In the event that Citibank JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion, (ii) the Company and JPMorgan shall both be the sole Affected Party Parties with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for Transaction. For the avoidance of doubt, if JPMorgan assigns or terminates any Warrants hereunder, each Daily Number of Warrants not previously settled as set forth in Annex A hereto shall be reduced proportionally, as calculated by the provisions of paragraph 9(l) shall apply to any amount that is payable by Citibank to Company pursuant to this sentence)Calculation Agent. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank JPMorgan to purchase, sell, receive or deliver any Shares shares or other securities to or from Company, Citibank JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares shares or other securities and otherwise to perform Citibank's JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. Citibank JPMorgan shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company Counterparty may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Citibank. Citibank may, without Company's consent, may transfer or assign (i) all or any part a portion of its rights Note Hedging Units hereunder at any time to any affiliate of Citibank or obligations (ii) the Terminated Portion under this Transaction the conditions and pursuant to the provisions set forth in the immediately following paragraph to any third party, in each case with a rating (or whose guarantor has a rating) for its long term, unsecured and unsubordinated indebtedness of A+ or better by Standard & Poor's Ratings Services or its successor ("S&P"), or A1 or better by ▇▇▇▇▇'▇ Investors Service, Inc. ("Moody's") or, if either S&P or Moody's ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Citibank, without the consent of Counterparty. If after If, as determined in Citibank's commercially reasonable effortssole discretion, Citibank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (ix) Citibank's its "beneficial ownership" (within the meaning of Section 13 16 of the Exchange Act and rules promulgated thereunder) to 7.5exceeds 8.5% of CompanyCounterparty's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) Citibank is unable, after commercially reasonable efforts, to effect a transfer or assignment on pricing terms and within a time period reasonably acceptable to it of all or a portion of the number of Company's outstanding Shares (Transaction pursuant to the preceding paragraph to reduce such quotient expressed as a percentage, the "Warrant Equity Percentage") to 14.5% or lessbeneficial ownership" below 8.5%, Citibank may designate any Exchange Business Scheduled Trading Day as an Early Termination Date with respect to a portion (the "Terminated Portion") of this Transaction, such that (i) its "beneficial ownership" following such partial termination will be approximately equal to or but less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.58.5%. In the event that Citibank so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants Note Hedging Units equal to the Terminated Portion, (ii) Company Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(l) set forth under the caption "Alternative Calculations and Citibank Payment on Early Termination and on Certain Extraordinary Events" shall apply to any amount that is payable by Citibank to Company Counterparty pursuant to this sentence). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any Shares shares or other securities to or from CompanyCounterparty, Citibank may designate any of its affiliates to purchase, sell, receive or deliver such Shares shares or other securities and otherwise to perform Citibank's obligations in respect of this the Transaction and any such designee may assume such obligations. Citibank shall be discharged of its obligations to Company Counterparty to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of Citibank. Citibank may, without Company's ’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party; provided, however, that Citibank shall not transfer any of its rights or obligations under the Transaction to any entity listed on Schedule A without Company’s consent. If after Citibank's ’s commercially reasonable efforts, Citibank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "’s “beneficial ownership" ” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's ’s outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as a percentage, the "Warrant Equity Percentage") Percentage to 14.5% or less, Citibank may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "“Terminated Portion"”) of this Transaction, such that (i) its "“beneficial ownership" ” following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%. In the event that Citibank so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion, (ii) Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(l9(j) shall apply to any amount that is payable by Company to Citibank to Company pursuant to this sentence). The “Warrant Equity Percentage” as of any day is the fraction (x) the numerator of which is the sum of (A) the product of (a) the Number of Warrants multiplied by (b) the Warrant Entitlement; plus (B) the product of (a) the Number of Warrants for the Warrants Transaction between Company and Citibank (Re: 2014 Additional Warrants) (the “2014 Additional Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2014 Additional Warrants Transaction; plus (C) the product of (a) the Number of Warrants for the Warrants Transaction between Company and Citibank (Re: 2014 Warrants) (the “2014 Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2014 Warrants Transaction; plus (D) the product of (a) the Number of Warrants for the Warrants Transaction between Company and Citibank (Re: 2017 Warrants) (the “2017 Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2017 Warrants Transaction; and (y) the denominator of which is the number of Company’s Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any Shares or other securities to or from Company, Citibank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Citibank's ’s obligations in respect of this Transaction and any such designee may assume such obligations. Citibank shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of CitibankJPMorgan. Citibank may, without Company's consent, JPMorgan may transfer or assign all or any part portion of its rights or obligations under this Transaction to any third partywithout consent of the Company. If after Citibank's commercially reasonable effortsJPMorgan, Citibank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "in its sole discretion, determines that its “beneficial ownership" ” (within the meaning of Section 13 16 of the Exchange Act and rules promulgated thereunder) exceeds 8% or more of the Company’s outstanding Shares and, in its sole discretion, JPMorgan is unable after its commercially reasonable efforts to effect a transfer or assignment on pricing terms and in a time period reasonably acceptable to JPMorgan that would reduce its “beneficial ownership” to 7.5% of Company's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as a percentage%, the "Warrant Equity Percentage") to 14.5% or less, Citibank JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "“Terminated Portion"”) of this Transaction, such that (i) the its "“beneficial ownership" ” following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.58%. In the event that Citibank JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion, (ii) the Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for Transaction. For the avoidance of doubt, if JPMorgan assigns or terminates any Warrants hereunder, each Daily Number of Warrants not previously settled shall be reduced proportionally, as calculated by the provisions of paragraph 9(l) shall apply to any amount that is payable by Citibank to Company pursuant to this sentence)Calculation Agent. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank JPMorgan to purchase, sell, receive or deliver any Shares shares or other securities to or from Company, Citibank JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares shares or other securities and otherwise to perform Citibank's JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. Citibank JPMorgan shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of CitibankJPMorgan. Citibank JPMorgan may, without Company's consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If after CitibankJPMorgan's commercially reasonable efforts, Citibank JPMorgan is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank JPMorgan and within a time period reasonably acceptable to Citibank JPMorgan of a sufficient number of Warrants to reduce (i) CitibankJPMorgan's "beneficial ownership" (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as a percentage, the "Warrant Equity PercentageWARRANT EQUITY PERCENTAGE") to 14.5% or less, Citibank JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "Terminated PortionTERMINATED PORTION") of this Transaction, such that (i) its "beneficial ownership" following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%. In the event that Citibank JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion, (ii) Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(l) shall apply to any amount that is payable by Citibank JPMorgan to Company pursuant to this sentence). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank JPMorgan to purchase, sell, receive or deliver any Shares or other securities to or from Company, Citibank JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform CitibankJPMorgan's obligations in respect of this Transaction and any such designee may assume such obligations. Citibank JPMorgan shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company The Seller may not transfer any of its rights or obligations under this Transaction without the prior written consent of Citibank. Citibank may, without Company's consent, freely transfer or assign all or any part of its rights or obligations and duties under this Transaction to any third partyConfirmation. If after Citibank's commercially reasonable effortsat any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9% (provided that the Counterparty is on such date a foreign private issuer (as defined by Rule 405 under the Securities Act), Citibank or (B) the Share Amount exceeds the Applicable Share Limit, if any applies (any such condition described in clause (A) or (B), and “Excess Ownership Position”), Seller is unable to effect such a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Citibank Seller, and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "beneficial ownership" (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (Seller, such quotient expressed as a percentagethat no Excess Ownership Position exists, the "Warrant Equity Percentage") to 14.5% or less, Citibank then Seller may designate any Exchange Local Business Day as an Early Termination Date with respect to a portion of the Transaction (the "“Terminated Portion") of this Transaction”), such that (i) its "beneficial ownership" following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%no Excess Ownership Position exists. In the event that Citibank Seller so designates an Early Termination Date with respect to a portion of this the Transaction, a payment it shall be made pursuant deliver to Section 6 of Counterparty on the Agreement as if (i) an Early Termination Date had been designated in respect a number of a Transaction having terms identical to this Transaction and a Number of Warrants Shares equal to the Terminated Portion, (ii) Company and Seller shall be permitted to retain the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(l) shall apply to any amount that is payable by Citibank to Company pursuant to this sentence). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any Shares or other securities to or from Company, Citibank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Citibank's obligations Prepayment Amount in respect of this Transaction and any such designee may assume such obligations. Citibank shall be discharged of its obligations to Company Shares (equal to the extent number of Shares in the Terminated Portion times the Initial Price) and shall have no obligation to make payment to Counterparty in respect of those Shares. The Number of Shares will be reduced by the number of Shares in any such performance.Terminated Portion. The “

Transfer or Assignment. Company Neither party may not transfer any of its rights or obligations under this Transaction without the prior written consent of Citibank. Citibank maythe non-transferring party; provided that if, without Company's consentas determined at JPMorgan’s sole discretion, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If after Citibank's commercially reasonable efforts, Citibank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "“beneficial ownership" ” (within the meaning of Section 13 16 of the Exchange Act and rules promulgated thereunder) exceeds 8.0% of Counterparty’s outstanding Shares, JPMorgan may transfer or assign a number of Options sufficient to reduce such “beneficial ownership” to 7.5% to any third party with a rating for its long term, unsecured and unsubordinated indebtedness of Company's outstanding Shares A+ or less better by Standard and Poor’s Rating Group, Inc. or its successor (ii“S&P”), or A1 or better by ▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and JPMorgan. If, in the quotient discretion of (x) the product of (a) the Number of Warrants JPMorgan, JPMorgan is unable to effect such transfer or assignment after its commercially reasonable efforts on pricing terms reasonably acceptable to JPMorgan and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as within a percentagetime period reasonably acceptable to JPMorgan, the "Warrant Equity Percentage") to 14.5% or less, Citibank JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "“Terminated Portion"”) of this Transaction, such that (i) its "“beneficial ownership" ” following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.58.0%. In the event that Citibank JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants Options equal to the Terminated Portion, (ii) Company the Counterparty and JPMorgan shall both be the sole Affected Party Parties with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(l) shall apply to any amount that is payable by Citibank to Company pursuant to this sentence)Transaction. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank JPMorgan to purchase, sell, receive or deliver any Shares shares or other securities to or from CompanyCounterparty, Citibank JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares shares or other securities and otherwise to perform Citibank's JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. Citibank JPMorgan shall be discharged of its obligations to Company Counterparty to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of CitibankJPMorgan. Citibank may, without Company's consent, JPMorgan may transfer or assign all or any part portion of its rights or obligations under this Transaction to any third partywithout consent of the Company. If after Citibank's commercially reasonable effortsJPMorgan, Citibank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's in its sole discretion, determines that its "beneficial ownership" (within the meaning of Section 13 16 of the Exchange Act and rules promulgated thereunder) to 7.5exceeds 8% or more of the Company's outstanding Shares and, in its sole discretion, JPMorgan is unable after its commercially reasonable efforts to effect a transfer or less or (ii) the quotient of (x) the product of (a) the Number of Warrants assignment on pricing terms and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as in a percentagetime period reasonably acceptable to JPMorgan that would reduce its "beneficial ownership" to 7.5%, the "Warrant Equity Percentage") to 14.5% or less, Citibank JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "Terminated PortionTERMINATED PORTION") of this Transaction, such that (i) the its "beneficial ownership" following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.58%. In the event that Citibank JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion, (ii) the Company and JPMorgan shall both be the sole Affected Party Parties with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for Transaction. For the avoidance of doubt, if JPMorgan assigns or terminates any Warrants hereunder, each Daily Number of Warrants not previously settled as set forth in Annex A hereto shall be reduced proportionally, as calculated by the provisions of paragraph 9(l) shall apply to any amount that is payable by Citibank to Company pursuant to this sentence)Calculation Agent. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank JPMorgan to purchase, sell, receive or deliver any Shares shares or other securities to or from Company, Citibank JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares shares or other securities and otherwise to perform CitibankJPMorgan's obligations in respect of this Transaction and any such designee may assume such obligations. Citibank JPMorgan shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of CitibankDealer. Citibank Dealer may, without Company's ’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third partywholly owned direct or indirect subsidiary of Bank of Montreal or any nationally recognized dealer in over-the-counter corporate equity derivatives; provided that, under the applicable law effective on the date of such assignment, (1) Company will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment; and (2) Company will not, as a result of such transfer or assignment, receive from the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement that is less than the amount that Company would have received from Dealer in the absence of such transfer or assignment. If at any time at which (A) the Section 16 Percentage exceeds 8.0%, (B) the Warrant Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after Citibank's using its commercially reasonable efforts, Citibank is unable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Citibank Dealer and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "beneficial ownership" (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (Dealer such quotient expressed as a percentagethat no Excess Ownership Position exists, the "Warrant Equity Percentage") to 14.5% or less, Citibank then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the "“Terminated Portion") of this Transaction”), such that (i) its "beneficial ownership" following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%no Excess Ownership Position exists. In the event that Citibank Dealer so designates an Early Termination Date with respect to a portion of this TransactionTerminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (ii2) Company shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(lSection 9.(j) shall apply to any amount that is payable by Citibank Company to Company Dealer pursuant to this sentencesentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under Section 203 of the Delaware General Corporation Law or any other law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank Dealer to purchase, sell, receive or deliver any Shares or other securities securities, or make or receive any payment in cash, to or from Company, Citibank Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities securities, or make or receive such payment in cash, and otherwise to perform Citibank's Dealer’s obligations in respect of this the Transaction and any such designee may assume such obligations. Citibank Dealer shall be discharged of its obligations to Company solely to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of CitibankJPMorgan. Citibank may, without Company's consent, JPMorgan may transfer or assign all or any part portion of its rights or obligations under this Transaction to any third partywithout consent of the Company. If after Citibank's commercially reasonable effortsJPMorgan, Citibank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "in its sole discretion, determines that its “beneficial ownership" ” (within the meaning of Section 13 16 of the Exchange Act and rules promulgated thereunder) exceeds 8% or more of the Company’s outstanding Shares and, in its sole discretion, JPMorgan is unable after its commercially reasonable efforts to effect a transfer or assignment on pricing terms and in a time period reasonably acceptable to JPMorgan that would reduce its “beneficial ownership” to 7.5% of Company's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as a percentage%, the "Warrant Equity Percentage") to 14.5% or less, Citibank JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "“Terminated Portion"”) of this Transaction, such that (i) the its "“beneficial ownership" ” following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.58%. In the event that Citibank JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion, (ii) the Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for Transaction. For the avoidance of doubt, if JPMorgan assigns or terminates any Warrants hereunder, each Daily Number of Warrants not previously settled as set forth in Annex A hereto shall be reduced proportionally, as calculated by the provisions of paragraph 9(l) shall apply to any amount that is payable by Citibank to Company pursuant to this sentence)Calculation Agent. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank JPMorgan to purchase, sell, receive or deliver any Shares shares or other securities to or from Company, Citibank JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares shares or other securities and otherwise to perform Citibank's JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. Citibank JPMorgan shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of CitibankDealer. Citibank Dealer may, without Company's ’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third party; provided, (A) Company will not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Dealer in the absence of such transfer and assignment, (B) Dealer shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Company to permit Company to determine that results described in clause (A) will not occur upon or after such transfer and assignment, (C) an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment and (D) Dealer shall provide written notice to Company following any such Transfer. If at any time at which (A) the Section 16 Percentage exceeds 7.5%, (B) the Warrant Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after Citibank's using its commercially reasonable efforts, Citibank is unable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Citibank Dealer and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "beneficial ownership" (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (Dealer such quotient expressed as a percentagethat no Excess Ownership Position exists, the "Warrant Equity Percentage") to 14.5% or less, Citibank then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the "“Terminated Portion") of this Transaction”), such that (i) its "beneficial ownership" following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%no Excess Ownership Position exists. In the event that Citibank Dealer so designates an Early Termination Date with respect to a portion of this TransactionTerminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (ii2) Company shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(lSection 9(i) shall apply to any amount that is payable by Citibank Company to Company Dealer pursuant to this sentencesentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank Dealer to purchase, sell, receive or deliver any Shares or other securities securities, or make or receive any payment in cash, to or from Company, Citibank Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities securities, or make or receive such payment in cash, and otherwise to perform Citibank's Dealer’s obligations in respect of this the Transaction and any such designee may assume such obligations. Citibank Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of Citibank. Citibank may, without Company's ’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party; provided, however, that Citibank shall not transfer any of its rights or obligations under the Transaction to any entity listed on Schedule A without Company’s consent. If after Citibank's ’s commercially reasonable efforts, Citibank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "’s “beneficial ownership" ” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's ’s outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as a percentage, the "Warrant Equity Percentage") Percentage to 14.5% or less, Citibank may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "“Terminated Portion"”) of this Transaction, such that (i) its "“beneficial ownership" ” following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%. In the event that Citibank so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion, (ii) Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(l9(j) shall apply to any amount that is payable by Company to Citibank to Company pursuant to this sentence). The “Warrant Equity Percentage” as of any day is the fraction (x) the numerator of which is the sum of (A) the product of (a) the Number of Warrants multiplied by (b) the Warrant Entitlement; plus (B) the product of (a) the Number of Warrants for the Warrants Transaction between Company and Citibank (Re: 2017 Additional Warrants) (the “2017 Additional Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2017 Additional Warrants Transaction; plus (C) the product of (a) the Number of Warrants for the Warrants Transaction between Company and Citibank (Re: 2014 Warrants) (the “2014 Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2014 Warrants Transaction; plus (D) the product of (a) the Number of Warrants for the Warrants Transaction between Company and Citibank (Re: 2017 Warrants) (the “2017 Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2017 Warrants Transaction; and (y) the denominator of which is the number of Company’s Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any Shares or other securities to or from Company, Citibank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Citibank's ’s obligations in respect of this Transaction and any such designee may assume such obligations. Citibank shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of CitibankDealer. Citibank Dealer may, without Company's ’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction (it being understood that a partial transfer shall be of a pro rata portion of the entire Transaction) to any third party; provided that Company will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Dealer in the absence of such transfer and assignment. If at any time at which (A) the Section 16 Percentage with respect to any Shares comprising the Basket exceeds 7.5%, (B) the Warrant Equity Percentage with respect to any Shares comprising the Basket exceeds 14.5%, or (C) the Share Amount of any Shares comprising the Basket exceeds the Applicable Share Limit (if any applies) with respect to such Shares (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after Citibank's using its commercially reasonable efforts, Citibank is unable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Citibank Dealer and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "beneficial ownership" (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (Dealer such quotient expressed as a percentagethat no Excess Ownership Position exists, the "Warrant Equity Percentage") to 14.5% or less, Citibank then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the "“Terminated Portion") of this Transaction”), such that (i) its "beneficial ownership" following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%no Excess Ownership Position exists. In the event that Citibank Dealer so designates an Early Termination Date with respect to a portion of this TransactionTerminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (ii2) Company shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(lSection 9(j) shall apply to any amount that is payable by Citibank Company to Company Dealer pursuant to this sentencesentence as if Company was not the Affected Party). Notwithstanding Dealer shall notify Company of an Excess Ownership Position with respect to which it intends to seek to effect a transfer or assignment as soon as reasonably practicable after becoming aware of such Excess Ownership Position. The “Section 16 Percentage” as of any other provision in this Confirmation day and with respect to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any Shares or other securities to or from Companycomprising the Basket is the fraction, Citibank may designate any expressed as a percentage, (A) the numerator of its affiliates to purchase, sell, receive or deliver which is the number of such Shares that Dealer and each person subject to aggregation of such Shares with Dealer under Section 13 or other securities Section 16 of the Exchange Act and otherwise to perform Citibank's obligations in respect rules promulgated thereunder, including any “group” of this Transaction and any such designee may assume such obligations. Citibank shall be discharged which Dealer is a part, directly or indirectly beneficially own (as defined under Section 13 or Section 16 of its obligations to Company to the extent of any such performance.Exchange Act

Transfer or Assignment. Company Neither party may not transfer any of its rights or obligations under this Transaction without the prior written consent of Citibank. Citibank maythe non-transferring party; provided that if, without Companyas determined at JPMorgan's consentsole discretion, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If after Citibank's commercially reasonable efforts, Citibank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "beneficial ownership" with respect to the Initial Transaction and this Transaction (within the meaning of Section 13 16 of the Exchange Act and rules promulgated thereunder) exceeds 8% of Counterparty's outstanding Shares, JPMorgan may transfer or assign a number of Options sufficient to reduce such "beneficial ownership" to 7.5% to any third party with a rating for its long term, unsecured and unsubordinated indebtedness of CompanyA+ or better by Standard and Poor's outstanding Shares Rating Group, Inc. or less its successor ("S&P"), or A1 or better by Moody's Investor Service, Inc. (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as a percentage, the "Warrant Equity PercentageMOODY'S") or, if either S&P or Moody's ceases to 14.5% rate such debt, at least an equivalent rating or lessbetter by a substitute agency rating mutually agreed by Counterparty and JPMorgan. If, Citibank in the discretion of JPMorgan, JPMorgan is unable to effect such transfer or assignment after its commercially reasonable efforts on pricing terms reasonably acceptable to JPMorgan and within a time period reasonably acceptable to JPMorgan, JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "Terminated PortionTERMINATED PORTION") of this Transaction or the Initial Transaction, such that (i) its "beneficial ownership" following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.58%. In the event that Citibank JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants Options equal to the Terminated Portion, (ii) Company the Counterparty and JPMorgan shall both be the sole Affected Party Parties with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(l) shall apply to any amount that is payable by Citibank to Company pursuant to this sentence)Transaction. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank JPMorgan to purchase, sell, receive or deliver any Shares shares or other securities to or from CompanyCounterparty, Citibank JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares shares or other securities and otherwise to perform CitibankJPMorgan's obligations in respect of this Transaction and any such designee may assume such obligations. Citibank JPMorgan shall be discharged of its obligations to Company Counterparty to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of CitibankJPMorgan. Citibank may, without Company's consent, JPMorgan may transfer or assign all JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ORGANISED UNDER THE LAWS OF THE UNITED STATES AS A NATIONAL BANKING ASSOCIATION. MAIN ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ REGISTERED AS A ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇. REGISTERED BRANCH OFFICE ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY or any part portion of its rights or obligations under this Transaction to any third partywithout consent of the Company. If after Citibank's commercially reasonable effortsJPMorgan, Citibank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's in its sole discretion, determines that its "beneficial ownership" (within the meaning of Section 13 16 of the Exchange Act and rules promulgated thereunder) to 7.5exceeds 8% or more of the Company's outstanding Shares and, in its sole discretion, JPMorgan is unable after its commercially reasonable efforts to effect a transfer or less or (ii) the quotient of (x) the product of (a) the Number of Warrants assignment on pricing terms and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as in a percentagetime period reasonably acceptable to JPMorgan that would reduce its "beneficial ownership" to 7.5%, the "Warrant Equity Percentage") to 14.5% or less, Citibank JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "Terminated PortionTERMINATED PORTION") of this Transaction, such that (i) the its "beneficial ownership" following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.58%. In the event that Citibank JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion, (ii) the Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for Transaction. For the avoidance of doubt, if JPMorgan assigns or terminates any Warrants hereunder, each Daily Number of Warrants not previously settled as set forth in Annex A hereto shall be reduced proportionally, as calculated by the provisions of paragraph 9(l) shall apply to any amount that is payable by Citibank to Company pursuant to this sentence)Calculation Agent. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank JPMorgan to purchase, sell, receive or deliver any Shares shares or other securities to or from Company, Citibank JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares shares or other securities and otherwise to perform CitibankJPMorgan's obligations in respect of this Transaction and any such designee may assume such obligations. Citibank JPMorgan shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of CitibankBear Stearns. Citibank may, without Company's consent, Bear Stearns may transfer or assign all or any part p▇▇▇▇▇▇ of its rights ▇▇▇▇▇▇ or obligations under this Transaction to any third partywithout consent of the Company. If after Citibank's commercially reasonable effortsBear Stearns, Citibank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's in its sole discretion, determines that its "beneficial ben▇▇▇▇▇▇▇ ownership" (within the meaning of Section 13 16 of the Exchange Act and rules promulgated thereunder) to 7.5exceeds 8 % or more of the Company's outstanding Shares and, in its sole discretion, Bear Stearns is unable after its commercially reasonable effor▇▇ ▇▇ ▇ffect a transfer or less or (ii) the quotient of (x) the product of (a) the Number of Warrants assignment on pricing terms and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as in a percentagetime period reasonably acceptable to Bear Stearns that would reduce its "beneficial ownership" to 7.5 %, the "Warrant Equity Percentage") to 14.5% or less, Citibank Bear Stearns may designate any Exchange Business Day as an Early Termination ▇▇▇▇ination Date with respect to a portion (the "Terminated Portion") of this Transaction, such that (i) the its "beneficial ownership" following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.58%. In the event that Citibank Bear Stearns so designates an Early Termination Date with respect to resp▇▇▇ ▇▇ a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion, (ii) the Company and Bear Stearns shall both be the sole Affected Party Parties with respect to such partial ▇▇▇▇ial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for Transaction. For the avoidance of doubt, if Bear Stearns assigns or terminates any Warrants hereunder, eac▇ ▇▇▇▇▇ Number of Warrants not previously settled shall be reduced proportionally, as calculated by the provisions of paragraph 9(l) shall apply to any amount that is payable by Citibank to Company pursuant to this sentence)Calculation Agent. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank Bear Stearns to purchase, sell, receive or deliver any Shares shares or other ▇▇▇▇r securities to or from Company, Citibank Bear Stearns may designate any of its affiliates to purchase, sell▇▇▇▇, receive ▇eceive or deliver such Shares shares or other securities and otherwise to perform CitibankBear Stearns's obligations in respect of this Transaction and any such ▇▇▇ ▇▇▇▇ designee may assume such obligations. Citibank Bear Stearns shall be discharged of its obligations to Company to the ▇▇ ▇▇▇ extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of CitibankDealer. Citibank Dealer may, without Company's ’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction (it being understood that a partial transfer shall be of a pro rata portion of the entire Transaction) to any third party; provided that Company will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Dealer in the absence of such transfer and assignment. If at any time at which (A) the Section 16 Percentage with respect to any Shares comprising the Basket exceeds 7.5%, (B) the Warrant Equity Percentage with respect to any Shares comprising the Basket exceeds 14.5%, or (C) the Share Amount of any Shares comprising the Basket exceeds the Applicable Share Limit (if any applies) with respect to such Shares (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after Citibank's using its commercially reasonable efforts, Citibank is unable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Citibank Dealer and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "beneficial ownership" (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (Dealer such quotient expressed as a percentagethat no Excess Ownership Position exists, the "Warrant Equity Percentage") to 14.5% or less, Citibank then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the "“Terminated Portion") of this Transaction”), such that (i) its "beneficial ownership" following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%no Excess Ownership Position exists. In the event that Citibank Dealer so designates an Early Termination Date with respect to a portion of this TransactionTerminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (ii2) Company shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(lSection ‎9(j) shall apply to any amount that is payable by Citibank Company to Company Dealer pursuant to this sentencesentence as if Company was not the Affected Party). Notwithstanding Dealer shall notify Company of an Excess Ownership Position with respect to which it intends to seek to effect a transfer or assignment as soon as reasonably practicable after becoming aware of such Excess Ownership Position. The “Section 16 Percentage” as of any other provision in this Confirmation day and with respect to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any Shares or other securities to or from Companycomprising the Basket is the fraction, Citibank may designate any expressed as a percentage, (A) the numerator of its affiliates to purchase, sell, receive or deliver which is the number of such Shares that Dealer and each person subject to aggregation of such Shares with Dealer under Section 13 or other securities Section 16 of the Exchange Act and otherwise to perform Citibank's obligations in respect rules promulgated thereunder, including any “group” of this Transaction and any such designee may assume such obligations. Citibank shall be discharged which Dealer is a part, directly or indirectly beneficially own (as defined under Section 13 or Section 16 of its obligations to Company to the extent of any such performance.Exchange Act

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of Citibank. Citibank may, without Company's ’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party; provided, however, that Citibank shall not transfer any of its rights or obligations under the Transaction to any entity listed on Schedule A without Company’s consent. If after Citibank's ’s commercially reasonable efforts, Citibank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "’s “beneficial ownership" ” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's ’s outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as a percentage, the "Warrant Equity Percentage") Percentage to 14.5% or less, Citibank may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "“Terminated Portion"”) of this Transaction, such that (i) its "“beneficial ownership" ” following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%. In the event that Citibank so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion, (ii) Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(l9(j) shall apply to any amount that is payable by Company to Citibank to Company pursuant to this sentence). The “Warrant Equity Percentage” as of any day is the fraction (x) the numerator of which is the sum of (A) the product of (a) the Number of Warrants multiplied by (b) the Warrant Entitlement; plus (B) the product of (a) the Number of Warrants for the Warrants Transaction between Company and Citibank (Re: 2014 Warrants) (the “Other Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the Other Warrants Transaction and (y) the denominator of which is the number of Company’s Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any Shares or other securities to or from Company, Citibank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Citibank's ’s obligations in respect of this Transaction and any such designee may assume such obligations. Citibank shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of CitibankDealer. Citibank Dealer may, (i) without Company's ’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any affiliate of Dealer, and (ii) with Company’s consent (such consent not to be unreasonably withheld), transfer or assign all or any part of its rights or obligations under the Transaction to any third party; provided, in each case, that (x) Company will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment as determined as of the date of such transfer or assignment, and (y) Dealer shall have caused the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Company, including to permit Company to determine that the result described in the immediately preceding clause (x) of this proviso will not occur upon or after such transfer and assignment. If at any time at which (A) the Section 16 Percentage exceeds 8.5% or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A) or (B), an “Excess Ownership Position”), Dealer is unable after Citibank's using its commercially reasonable efforts, Citibank is unable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Citibank Dealer and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "beneficial ownership" (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (Dealer such quotient expressed as a percentagethat no Excess Ownership Position exists, the "Warrant Equity Percentage") to 14.5% or less, Citibank then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the "“Terminated Portion") of this Transaction”), such that (i) its "beneficial ownership" following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%no Excess Ownership Position exists. In the event that Citibank Dealer so designates an Early Termination Date with respect to a portion of this TransactionTerminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (ii2) Company shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(l) Section shall apply to any amount that is payable by Citibank Company to Company Dealer pursuant to this sentencesentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations (except for any filings of Form 13F, Schedule 13D or Schedule 13G under the Exchange Act) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank Dealer to purchase, sell, receive or deliver any Shares or other securities securities, or make or receive any payment in cash, to or from Company, Citibank Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities securities, or make or receive such payment in cash, and otherwise to perform Citibank's Dealer’s obligations in respect of this the Transaction and any such designee may assume such obligations. Citibank Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of CitibankDealer. Citibank Dealer may, without Company's ’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If after Citibank's Dealer’s commercially reasonable efforts, Citibank Dealer is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank Dealer and within a time period reasonably acceptable to Citibank Dealer of a sufficient number of Warrants to reduce (i) Citibank's "Dealer’s “beneficial ownership" ” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's ’s outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as a percentage, the "Warrant Equity Percentage") Percentage to 14.5% or less, Citibank Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "“Terminated Portion"”) of this Transaction, such that (i) its "“beneficial ownership" ” following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%. In the event that Citibank Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion, (ii) Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(l9(m) shall apply to any amount that is payable by Citibank Dealer to Company pursuant to this sentence). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Company, Citibank Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Citibank's Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Citibank Dealer shall be discharged of its obligations to Company to the extent of any such performance. Any transfer, assignment or early termination of this Transaction by Dealer shall be in full compliance with the Securities Act and other applicable laws.

Transfer or Assignment. Company may not Notwithstanding any provision of the Agreement to the contrary, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may, subject to applicable law, freely transfer any and assign all of its rights or and obligations under this the Transaction without the prior written consent of CitibankCounterparty. Citibank mayIf, without Company's consentas determined in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ sole discretion, transfer or assign all or any part of (x) its rights or obligations under this Transaction to any third party. If after Citibank's commercially reasonable efforts, Citibank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "beneficial ownership" (within the meaning of Section 13 16 of the Exchange Act and rules promulgated thereunder) to 7.5exceeds 8.5% of CompanyCounterparty's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is unable, after commercially reasonable efforts, to effect a transfer or assignment on pricing terms and within a time period reasonably acceptable to it of all or a portion of the number of Company's outstanding Shares (Transaction to reduce such quotient expressed as a percentage"beneficial ownership" below 8.5%, the "Warrant Equity Percentage") to 14.5% or less, Citibank ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may designate any Exchange Business Scheduled Trading Day as an Early Termination Date with respect to a portion (the "Terminated Portion") of this Transaction, such that (i) its "beneficial ownership" following such partial termination will be approximately equal to or but less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.58.5%. In the event that Citibank ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated PortionPortion (allocated among the Components thereof in the discretion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇), (ii) Company Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(l) set forth under the caption "Alternative Calculations and Counterparty Payment on Early Termination and on Certain Extraordinary Events" shall apply to any amount that is payable by Citibank Counterparty to Company ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to this sentence). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to purchase, sell, receive or deliver any Shares shares or other securities to or from CompanyCounterparty, Citibank ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may designate any of its affiliates to purchase, sell, receive or deliver such Shares shares or other securities and otherwise to perform Citibank's ▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ obligations in respect of this the Transaction and any such designee may assume such obligations. Citibank ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be discharged of its obligations to Company Counterparty to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of CitibankDealer. Citibank Dealer may, without Company's ’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third party; provided, however, that the transferee or assignee shall not be entitled to receive any greater payment of additional amounts under Section 2(d)(i)(4) of the Agreement than Dealer would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Tax Law that occurs after the date of the transfer or assignment. If at any time at which (A) the Section 16 Percentage exceeds 7.5%, (B) the Warrant Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after Citibank's using its commercially reasonable efforts, Citibank is unable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Citibank Dealer and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "beneficial ownership" (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (Dealer such quotient expressed as a percentagethat no Excess Ownership Position exists, the "Warrant Equity Percentage") to 14.5% or less, Citibank then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the "“Terminated Portion") of this Transaction”), such that (i) its "beneficial ownership" following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%no Excess Ownership Position exists. In the event that Citibank Dealer so designates an Early Termination Date with respect to a portion of this TransactionTerminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (ii2) Company shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(lSection 9(j) shall apply to any amount that is payable by Citibank Company to Company Dealer pursuant to this sentencesentence as if Company was not the Affected Party). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any Shares or other securities to or from Company, Citibank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Citibank's obligations in respect of this Transaction and any such designee may assume such obligations. Citibank shall be discharged of its obligations to Company to the extent The “Section 16 Percentage” as of any such performance.day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated (NY) 27961/685/CALL.SPREAD/WMGI.WF.addtl.warrant.confirm.doc 31748424_1

Transfer or Assignment. Company may not Notwithstanding any provision of the Agreement to the contrary, Citibank may, subject to applicable law, freely transfer any and assign all of its rights or and obligations under this the Transaction without the prior written consent of CitibankCounterparty. Citibank mayIf, without Company's consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If after as determined in Citibank's commercially reasonable effortssole discretion, Citibank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (ix) Citibank's its "beneficial ownership" (within the meaning of Section 13 16 of the Exchange Act and rules promulgated thereunder) to 7.5exceeds 8.5% of CompanyCounterparty's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) Citibank is unable, after commercially reasonable efforts, to effect a transfer or assignment on pricing terms and within a time period reasonably acceptable to it of all or a portion of the number of Company's outstanding Shares (Transaction to reduce such quotient expressed as a percentage, the "Warrant Equity Percentage") to 14.5% or lessbeneficial ownership" below 8.5%, Citibank may designate any Exchange Business Scheduled Trading Day as an Early Termination Date with respect to a portion (the "Terminated Portion") of this Transaction, such that (i) its "beneficial ownership" following such partial termination will be approximately equal to or but less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.58.5%. In the event that Citibank so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated PortionPortion (allocated among the Components thereof in the discretion of Citibank), (ii) Company Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(l) set forth under the caption "Alternative Calculations and Counterparty Payment on Early Termination and on Certain Extraordinary Events" shall apply to any amount that is payable by Counterparty to Citibank to Company pursuant to this sentence). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any Shares shares or other securities to or from CompanyCounterparty, Citibank may designate any of its affiliates to purchase, sell, receive or deliver such Shares shares or other securities and otherwise to perform Citibank's obligations in respect of this the Transaction and any such designee may assume such obligations. Citibank shall be discharged of its obligations to Company Counterparty to the extent of any such performance.

Transfer or Assignment. Company Neither party may not transfer any of its rights or obligations under this Transaction without the prior written consent of Citibank. Citibank maythe non-transferring party; provided that if, without Company's consentas determined at JPMorgan’s sole discretion, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If after Citibank's commercially reasonable efforts, Citibank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "“beneficial ownership" ” (within the meaning of Section 13 16 of the Exchange Act and rules promulgated thereunder) exceeds 8% of Counterparty’s outstanding Shares, JPMorgan may transfer or assign a number of Options sufficient to reduce such “beneficial ownership” to 7.5% to any third party with a rating for its long term, unsecured and unsubordinated indebtedness of Company's outstanding Shares A+ or less better by Standard and Poor’s Rating Group, Inc. or its successor (ii“S&P”), or A1 or better by ▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and JPMorgan. If, in the quotient discretion of (x) the product of (a) the Number of Warrants JPMorgan, JPMorgan is unable to effect such transfer or assignment after its commercially reasonable efforts on pricing terms reasonably acceptable to JPMorgan and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as within a percentagetime period reasonably acceptable to JPMorgan, the "Warrant Equity Percentage") to 14.5% or less, Citibank JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "“Terminated Portion"”) of this Transaction, such that (i) its "“beneficial ownership" ” following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.58%. In the event that Citibank JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants Options equal to the Terminated Portion, (ii) Company the Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(l) shall apply to any amount that is payable by Citibank to Company pursuant to this sentence)Transaction. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank JPMorgan to purchase, sell, receive or deliver any Shares shares or other securities to or from CompanyCounterparty, Citibank JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares shares or other securities and otherwise to perform Citibank's JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. Citibank JPMorgan shall be discharged of its obligations to Company Counterparty to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of CitibankDealer. Citibank Dealer may, without Company's ’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third partyrecognized dealer in transactions of the same type as the Transaction provided that, (i) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer and assignment and (ii) after such transfer and/or assignment, Company shall not be required to pay the transferee or assignee of such rights or obligations on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount, if any, that Company would have been required to pay Dealer in the absence of such transfer and/or assignment, except to the extent such greater amount results from a Change in Tax Law occurring after the date of such transfer and/or assignment. Dealer shall promptly notify Company of any transfer or assignment made hereunder. If at any time at which (A) the Section 16 Percentage exceeds 8.5%, (B) the Warrant Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after Citibank's using its commercially reasonable efforts, Citibank is unable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Citibank Dealer and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "beneficial ownership" (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (Dealer such quotient expressed as a percentagethat no Excess Ownership Position exists, the "Warrant Equity Percentage") to 14.5% or less, Citibank then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the "“Terminated Portion") of this Transaction”), such that (i) its "beneficial ownership" following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%no Excess Ownership Position exists. In the event that Citibank Dealer so designates an Early Termination Date with respect to a portion of this TransactionTerminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (ii2) Company shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(lSection ‎9(j) shall apply to any amount that is payable by Citibank Company to Company Dealer pursuant to this sentencesentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that, in Dealer's reasonable judgment based on advice of counsel, could give rise to reporting or registration obligations (except for filings on Form 13F, Schedule 13D or Schedule 13G) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank Dealer to purchase, sell, receive or deliver any Shares or other securities securities, or make or receive any payment in cash, to or from Company, Citibank Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities securities, or make or receive such payment in cash, and otherwise to perform Citibank's Dealer’s obligations in respect of this the Transaction and any such designee may assume such obligations. Citibank Dealer shall be discharged of its obligations to Company to the extent of any such performance. Dealer shall provide Company with written notice of any transfer or assignment on the date of or as promptly as practicable after the date of such transfer or assignment.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of CitibankDealer. Citibank Dealer may, (i) without Company's ’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any affiliate of Dealer, and (ii) with Company’s consent (such consent not to be unreasonably withheld), transfer or assign all or any part of its rights or obligations under the Transaction to any third party; provided, in each case, that (x) Company will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment as determined as of the date of such transfer or assignment, and (y) Dealer shall have caused the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Company, including to permit Company to determine that the result described in the immediately preceding clause (x) of this proviso will not occur upon or after such transfer and assignment. If at any time at which (A) the Section 16 Percentage exceeds 8.5% or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A) or (B), an “Excess Ownership Position”), Dealer is unable after Citibank's using its commercially reasonable efforts, Citibank is unable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Citibank Dealer and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "beneficial ownership" (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (Dealer such quotient expressed as a percentagethat no Excess Ownership Position exists, the "Warrant Equity Percentage") to 14.5% or less, Citibank then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the "“Terminated Portion") of this Transaction”), such that (i) its "beneficial ownership" following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%no Excess Ownership Position exists. In the event that Citibank Dealer so designates an Early Termination Date with respect to a portion of this TransactionTerminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (ii2) Company shall be were the sole Affected Party with respect to such partial termination and (iii3) such Transaction shall be the only Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(lSection ‎9(i) shall apply to any amount that is payable by Citibank Company to Company Dealer pursuant to this sentencesentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations (except for any filings of Form 13F, Schedule 13D or Schedule 13G under the Exchange Act) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank Dealer to purchase, sell, receive or deliver any Shares or other securities securities, or make or receive any payment in cash, to or from Company, Citibank Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities securities, or make or receive such payment in cash, and otherwise to perform Citibank's Dealer’s obligations in respect of this the Transaction and any such designee may assume such obligations. Citibank Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of CitibankJPMorgan. Citibank may, without Company's consent, JPMorgan may transfer or assign all or any part portion of its rights or obligations under this Transaction to any third partywithout consent of Company. If JPMorgan, in its sole discretion, determines that its “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and rules promulgated thereunder)exceeds 8% or more of Company’s outstanding Shares and, in its sole discretion, JPMorgan is unable after Citibank's its commercially reasonable efforts, Citibank is unable efforts to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within in a time period reasonably acceptable to Citibank of a sufficient number of Warrants to JPMorgan that would reduce (i) Citibank's "its “beneficial ownership" (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) ” to 7.5% of Company's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as a percentage%, the "Warrant Equity Percentage") to 14.5% or less, Citibank JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "“Terminated Portion"”) of this Transaction, such that (i) the its "“beneficial ownership" ” following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.58%. In the event that Citibank JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion, (ii) Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for Transaction. For the avoidance of doubt, if JPMorgan assigns or terminates any Warrants hereunder, each Daily Number of Warrants not previously settled as set forth in Annex A hereto shall be reduced proportionally, as calculated by the provisions of paragraph 9(l) shall apply to any amount that is payable by Citibank to Company pursuant to this sentence)Calculation Agent. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank JPMorgan to purchase, sell, receive or deliver any Shares shares or other securities to or from Company, Citibank JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares shares or other securities and otherwise to perform Citibank's JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. Citibank JPMorgan shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of CitibankJPMorgan. Citibank may, without Company's consent, JPMorgan may transfer or assign all or any part portion of its rights or obligations under this Transaction to any third partywithout consent of the Company. If after Citibank's commercially reasonable effortsJPMorgan, Citibank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's in its sole discretion, determines that its "beneficial ownership" with respect to the Initial Transaction and this Transaction (within the meaning of Section 13 16 of the Exchange Act and rules promulgated thereunder) to 7.5exceeds 8% or more of the Company's outstanding Shares and, in its sole discretion, JPMorgan is unable after its commercially reasonable efforts to effect a transfer or less or (ii) the quotient of (x) the product of (a) the Number of Warrants assignment on pricing terms and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as in a percentagetime period reasonably acceptable to JPMorgan that would reduce its "beneficial ownership" to 7.5%, the "Warrant Equity Percentage") to 14.5% or less, Citibank JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "Terminated PortionTERMINATED PORTION") of this Transaction or the Initial Transaction, such that (i) the its "beneficial ownership" following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.58%. In the event that Citibank JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion, (ii) the Company and JPMorgan shall both be the sole Affected Party Parties with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for Transaction. For the avoidance of doubt, if JPMorgan assigns or terminates any Warrants hereunder, each Daily Number of Warrants not previously settled as set forth in Annex A hereto shall be reduced proportionally, as calculated by the provisions of paragraph 9(l) shall apply to any amount that is payable by Citibank to Company pursuant to this sentence)Calculation Agent. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank JPMorgan to purchase, sell, receive or deliver any Shares shares or other securities to or from Company, Citibank JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares shares or other securities and otherwise to perform CitibankJPMorgan's obligations in respect of this Transaction and any such designee may assume such obligations. Citibank JPMorgan shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company The rights and duties under this Confirmation may not transfer be transferred or assigned by any of its rights or obligations under this Transaction party hereto without the prior written consent of Citibank. Citibank the other party, such consent not to be unreasonably withheld; provided, that Nomura may, without Company's Counterparty’s consent, but with prompt written notice thereof, transfer or assign all or any part of its rights or obligations under this the Transaction to any third partyaffiliate of Nomura; provided that (i) under the applicable law effective on the date of such transfer or assignment, Counterparty will not receive a payment that is less than the payment Counterparty would have received in the absence of such transfer or assignment on account of any deduction or withholding under Section 2(d)(i) of the Agreement, (ii) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer or assignment, (iii) such transferee meets all of Counterparty’s then existing counterparty eligibility requirements, including credit practices and policies, and exposure limits and (iv) Counterparty shall continue to benefit from a Credit Support Document with respect to such assignee. If at any time at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B), an “Excess Ownership Position”), Nomura is unable after Citibank's using its commercially reasonable efforts, Citibank is unable efforts to effect such a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Citibank Nomura and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's "beneficial ownership" (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (Nomura such quotient expressed as a percentagethat no Excess Ownership Position exists, the "Warrant Equity Percentage") to 14.5% or less, Citibank then Nomura may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the "“Terminated Portion") of this Transaction”), such that (i) its "beneficial ownership" following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%no Excess Ownership Position exists. In the event that Citibank Nomura so designates an Early Termination Date with respect to a portion of this the Transaction, a payment portion of the Shares with respect to the Transaction shall be made pursuant delivered to Section 6 of the Agreement Counterparty as if (i) an the Early Termination Date had been designated was the Valuation Date in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion, (ii) Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(l) shall apply to any amount that is payable by Citibank to Company pursuant to this sentence). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any Shares or other securities to or from Company, Citibank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Citibank's obligations in respect of this Transaction and any such designee may assume such obligations. Citibank shall be discharged of its obligations to Company to the extent of any such performance.Transaction

Transfer or Assignment. The Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of CitibankBank. Citibank may, without Company's consent, Bank may transfer or assign all or any part portion of its rights or obligations under this the Transaction without consent of the Company to any third partyparty with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (1) the credit rating of Bank at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Company and Bank. If after Citibank's commercially reasonable effortsIf, Citibank however, in Bank’s sole discretion, Bank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank Bank and within a time period reasonably acceptable to Citibank Bank of a sufficient number of Warrants to reduce (i) Citibank's "Bank Group’s “beneficial ownership" ” (within the meaning of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's outstanding Shares equal to or less or than 7.5%, (ii) the quotient of Warrant Equity Percentage to equal to or less than 14.5%, and (xiii) the product of Share Amount to equal to or less than the Post-Effective Limit (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as a percentageif any applies), the "Warrant Equity Percentage") to 14.5% or less, Citibank Bank may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "“Terminated Portion"”) of this the Transaction, such that (i) its "Bank Group’s “beneficial ownership" ” following such partial termination will be equal to or less than 7.5% or %, (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (iii) the Share Amount following such partial termination will be equal to or less than such Post-Effective Limit. In the event that Citibank Bank so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the Terminated Portion, (ii) the Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions provision of paragraph 9(l9(n) shall apply to any amount that is payable by Citibank the Company to Company Bank pursuant to this sentence). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any Shares or other securities to or from Company, Citibank may designate any “Bank Group” means Bank and each business unit of its affiliates subject to purchaseaggregation with Bank under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder. The “Share Amount” as of any day is the number of Shares that Bank and any person whose ownership position would be aggregated with that of Bank (Bank or any such person, sella “Bank Person”) under any law, receive rule, regulation or deliver such regulatory order that for any reason becomes applicable to ownership of Shares after the Trade Date (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership of under the Applicable Laws, as determined by Bank in its reasonable discretion. The “Post-Effective Limit” means (x) the minimum number of Shares that would give rise to reporting or registration obligations or other securities requirements (including obtaining prior approval from any person or entity) of a Bank Person, or would result in an adverse effect on a Bank Person, under the Applicable Laws, as determined by Bank in its reasonable discretion, minus (y) 1% of the number of Shares outstanding. If at any time Bank determines, in its reasonable opinion based upon advice of counsel, that as a result of Company’s direct or indirect interest in, or direct or indirect control of, either Textron Business Credit, Inc. or Textron Financial Corporation, any state or federal laws are or have become applicable to Bank’s ownership of Shares, then the Post-Effective Limit and otherwise to perform Citibank's obligations in respect of this Transaction and any such designee may assume such obligations. Citibank the Share Amount shall be discharged determined as set forth above in the definitions of its obligations those terms, irrespective of whether or not such laws have been applicable to Company ownership of Shares on or prior to the extent of any such performanceTrade Date.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of CitibankJPMorgan. Citibank may, without Company's consent, JPMorgan may transfer or assign all or any part portion of its rights or obligations under this Transaction to any third partywithout consent of the Company. If after Citibank's commercially reasonable effortsJPMorgan, Citibank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within a time period reasonably acceptable to Citibank of a sufficient number of Warrants to reduce (i) Citibank's in its sole discretion, determines that its "beneficial ownership" (within the meaning of Section 13 16 of the Exchange Act and rules promulgated thereunder) to 7.5exceeds 8% or more of the Company's outstanding Shares and, in its sole discretion, JPMorgan is unable after its commercially reasonable efforts to effect a transfer or less or (ii) the quotient of (x) the product of (a) the Number of Warrants assignment on pricing terms and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as in a percentagetime period reasonably acceptable to JPMorgan that would reduce its "beneficial ownership" to 7.5%, the "Warrant Equity Percentage") to 14.5% or less, Citibank JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "Terminated Portion") of this Transaction, such that (i) the its "beneficial ownership" following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.58%. In the event that Citibank JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion, (ii) the Company and JPMorgan shall both be the sole Affected Party Parties with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for Transaction. For the avoidance of doubt, if JPMorgan assigns or terminates any Warrants hereunder, each Daily Number of Warrants not previously settled shall be reduced proportionally, as calculated by the provisions of paragraph 9(l) shall apply to any amount that is payable by Citibank to Company pursuant to this sentence)Calculation Agent. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank JPMorgan to purchase, sell, receive or deliver any Shares shares or other securities to or from Company, Citibank JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares shares or other securities and otherwise to perform CitibankJPMorgan's obligations in respect of this Transaction and any such designee may assume such obligations. Citibank JPMorgan shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company Neither party may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Citibank. Citibank may, the non-transferring party; provided that if JPMorgan’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) exceeds 8.0% of Counterparty’s outstanding Shares JPMorgan may assign or transfer a portion of the Transaction without Company's consent, transfer or assign all or any part of its rights or obligations under this Transaction Counterparty’s consent to any third party. If after Citibank's commercially reasonable effortsparty with a rating for its long term, Citibank is unable unsecured and unsubordinated indebtedness equal to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank and within a time period reasonably acceptable to Citibank better than the lesser of a sufficient number of Warrants to reduce (i) Citibank's "the credit rating of JPMorgan at the time of the transfer and (ii) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and JPMorgan to reduce JPMorgan’s “beneficial ownership" ” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.58.0% of Company's Counterparty’s outstanding Shares or less less; and provided, further, that JPMorgan shall not transfer any of its rights or obligations under the Transaction to any entity listed on Schedule A without Counterparty’s consent. If after JPMorgan’s commercially reasonable efforts, JPMorgan is unable to effect a transfer or assignment (i) permitted by the proviso to the immediately preceding sentence or (ii) at any time at which the quotient Equity Percentage exceeds 8.0% (an “Excess Ownership Position”), on pricing terms reasonably acceptable to JPMorgan and within a time period reasonably acceptable to JPMorgan of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the a sufficient number of Company's outstanding Shares (such quotient expressed as a percentageOptions, the "Warrant Equity Percentage") to 14.5% or less, Citibank JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "“Terminated Portion"”) of this the Transaction, such that (i) its "“beneficial ownership" ” following such partial termination will be equal to or less than 7.58.0% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%Excess Ownership Position no longer exists. In the event that Citibank JPMorgan so designates an Early Termination Date with respect to a portion of this the Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants Options equal to the Terminated Portion, (ii) Company Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(l) shall apply to any amount that is payable by Citibank to Company pursuant to this sentence). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any Shares or other securities to or from Company, Citibank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Citibank's obligations in respect of this Transaction and any such designee may assume such obligations. Citibank shall be discharged of its obligations to Company to the extent of any such performance.of

Transfer or Assignment. The Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of CitibankBank. Citibank may, without Company's consent, Bank may transfer or assign all or any part portion of its rights or obligations under this the Transaction without consent of the Company to any third partyparty with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (1) the credit rating of Bank at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Company and Bank. If after Citibank's commercially reasonable effortsIf, Citibank however, in Bank’s sole discretion, Bank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Citibank Bank and within a time period reasonably acceptable to Citibank Bank of a sufficient number of Warrants to reduce (i) Citibank's "Bank Group’s “beneficial ownership" ” (within the meaning of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's outstanding Shares equal to or less or than 7.5%, (ii) the quotient of Warrant Equity Percentage to equal to or less than 14.5%, and (xiii) the product of Share Amount to equal to or less than the Post-Effective Limit (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as a percentageif any applies), the "Warrant Equity Percentage") to 14.5% or less, Citibank Bank may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "“Terminated Portion"”) of this the Transaction, such that (i) its "Bank Group’s “beneficial ownership" ” following such partial termination will be equal to or less than 7.5% or %, (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (iii) the Share Amount following such partial termination will be equal to or less than such Post-Effective Limit. In the event that Citibank Bank so designates an Early Termination Date with respect to a portion of this the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the Terminated Portion, (ii) the Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions provision of paragraph 9(l9(n) shall apply to any amount that is payable by Citibank the Company to Company Bank pursuant to this sentence). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank Bank to purchase, sell, receive or deliver any Shares or other securities to or from the Company, Citibank Bank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Citibank's Bank’s obligations in respect of this the Transaction and any such designee may assume such obligations. Citibank Bank shall be discharged of its obligations to the Company to the extent of any such performance. “Bank Group” means Bank and each business unit of its affiliates subject to aggregation with Bank under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder. The “Share Amount” as of any day is the number of Shares that Bank and any person whose ownership position would be aggregated with that of Bank (Bank or any such person, a “Bank Person”) under any law, rule, regulation or regulatory order that for any reason becomes applicable to ownership of Shares after the Trade Date (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership of under the Applicable Laws, as determined by Bank in its reasonable discretion. The “Post-Effective Limit” means (x) the minimum number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Bank Person, or would result in an adverse effect on a Bank Person, under the Applicable Laws, as determined by Bank in its reasonable discretion, minus (y) 1% of the number of Shares outstanding. If at any time Bank determines, in its reasonable opinion based upon advice of counsel, that as a result of Company’s direct or indirect interest in, or direct or indirect control of, either Textron Business Credit, Inc. or Textron Financial Corporation, any state or federal laws are or have become applicable to Bank’s ownership of Shares, then the Post-Effective Limit and the Share Amount shall be determined as set forth above in the definitions of those terms, irrespective of whether or not such laws have been applicable to ownership of Shares on or prior to the Trade Date.