(d) During the Relevant Period, Counterparty shall (i) notify BofA prior to the opening
of trading in the Shares on any day on which Counterparty makes, or expects to be made, any public announcement (as defined in Rule 165(f) under the Securities Act of 1933, as amended (the Securities Act) of any merger,
acquisition, or similar transaction involving a recapitalization relating to Counterparty (other than any such transaction in which the consideration consists solely of cash and there is no valuation period), (ii) promptly notify BofA following any
such announcement that such announcement has been made, and (iii) promptly deliver to BofA following the making of any such announcement a certificate indicating (A) Counterpartys average daily Rule
10b-18 purchases (as defined in Rule 10b-18) during the three full calendar months preceding the date of the announcement of such transaction and
(B) Counterpartys block purchases (as defined in Rule 10b-18) effected pursuant to paragraph (b)(4) of Rule 10b-18 during the three full calendar months
preceding the date of the announcement of such transaction. In addition, Counterparty shall promptly notify BofA of the earlier to occur of the completion of such transaction and the completion of the vote by target shareholders. Counterparty
acknowledges that any such public announcement may result in a Regulatory Disruption and may cause the Relevant Period to be suspended. Accordingly, Counterparty acknowledges that its actions in relation to any such announcement or transaction must
comply with the standards set forth in Section 6(a) above.
(e) Without the prior written consent of BofA, Counterparty shall not,
and shall cause its Affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a cash-settled or other derivative
instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited
partnership or a depository share) or any security convertible into or exchangeable for Shares during the Relevant Period. Notwithstanding the foregoing, nothing herein shall (i) limit Counterpartys ability, pursuant to its employee
incentive plans, to re-acquire Shares in connection with the related equity transactions, (ii) limit Counterpartys ability to withhold shares to cover tax liabilities associated with such equity
transactions or (iii) limit Counterpartys ability to grant stock, restricted stock units and options to affiliated purchasers (as defined in Rule 10b-18) or the ability of such
affiliated purchasers to acquire such stock, restricted stock units or options, in connection with Counterpartys compensation policies for directors, officers and employees. Further, (i) Counterparty or an affiliated purchaser
(as defined in Rule 10b-18) may effect purchasers of Shares or derivative instruments relating to the Shares during the Relevant Period so long as they are effected through BofA (but, for the avoidance of
doubt, BofA shall not be obligated to effect any such purchases), (ii) an agent independent of the Counterparty may purchase Shares effected by or for an issuer plan of Issuer in accordance with the requirements of
Section 10b-18(a)(13)(ii) under the Exchange Act (with issuer plan and agent independent of Counterparty each being used herein as defined in Rule
10-18) and (iii) Counterparty or any affiliated purchaser (as defined in Rule 10b-18) may purchase Shares in (x) unsolicited transactions or
(y) privately negotiated (off-market) transactions, in each case, that are not expected to result in market purchases, in each case, without BofAs consent.
7. Representations, Warranties and Agreements.
(a) In addition to the representations, warranties and agreements in the Agreement and those contained elsewhere herein, Counterparty
represents and warrants to and for the benefit of, and agrees with, BofA as follows:
(i) As of the Trade Date, and as of
the date of any election by Counterparty of the Share Termination Alternative under (and as defined in) Section 10(a) below, (A) none of Counterparty and its officers and directors is aware of any material nonpublic information regarding
Counterparty or the Shares and (B) all reports and other documents filed by Counterparty with the Securities and Exchange Commission pursuant to the Exchange Act when considered as a whole (with the more recent such reports and documents deemed
to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances in which they were made, not misleading.
(ii) Without limiting the generality
of Section 13.1 of the Equity Definitions, Counterparty acknowledges that BofA is not making any representations or warranties or taking any position or expressing any view with respect to the treatment of the Transaction under any accounting
standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40,
Derivatives and Hedging Contracts in Entitys Own Equity (or any successor issue statements) or under FASBs Liabilities & Equity Project.
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