Counterparty

Valuation Date set forth in Annex A. The payments and deliveries to be made upon settlement of the Transaction will be determined separately for each Component as if each Component were a separate Transaction under the Agreement.

Electing Party:

Counterparty

Shares with respect to which such representations and agreements are not true or satisfied), then the delivery provided by Section 9.2 of the Equity Definitions shall be effected, in whole or in part, as the case may be, by delivery from the Collateral Account to Morgan Stanley on the relevant Settlement Date of a number of such Collateral Shares not to exceed the Number of Shares to be Delivered for such Component, subject to netting, if any, as provided pursuant to the terms of the Security Annex. Upon any such delivery, Morgan Stanley shall hold such Shares absolutely and free from any claim or right whatsoever (including without limitation the Security Interests created under the Security Annex or any claim or right of Counterparty).

the Transaction of such Spin-off (including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to the Transaction), which may, but need not, be determined by reference to the adjustment(s) made in respect of such Spin-off by an options exchange to options on the Shares traded on such options exchange.  As of the ex-dividend date of any subsequent Spin-off, the Calculation Agent shall make adjustments to the composition of the Basket and other terms of the Transaction in accordance with the immediately preceding sentence.

within the same calendar quarter (in each case, subject to adjustment by the Calculation Agent in accordance with Calculation Agent Adjustment to account for any Potential Adjustment Event or Merger Event and subject to adjustment by the Calculation Agent to account for any Spin-off or any change to the timing and/or frequency of the Issuer’s regular dividend).

respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable.

(a)

Additional Termination Events:  The following events shall constitute Additional Termination Events with respect to which the Transaction shall be the sole

(b)

Credit Support Documents:

(c)

Calculation Agent: Morgan Stanley; provided that, following the occurrence and during the continuance of an Event of Default under Section 5(a)(vii) of the Agreement with respect to Morgan Stanley, Counterparty shall have the right to designate a nationally recognized third-party dealer in corporate equity derivatives to act as the Calculation Agent.

(d)

Delivery of Collateral Shares:  On or before the Trade Date, Counterparty shall:

(e)

Section 2(a): The terms of Section 2(a) of the Agreement are amended by the addition of the following subclause (iv):

(f)

Additional Representations, Warranties and Agreements of Counterparty:  Counterparty hereby represents and warrants to, and agrees with, Morgan Stanley as of the Trade Date that:

(i)

Material Nonpublic Information.  Counterparty is not aware of any material non-public information, regarding Issuer, the Shares or the Class B Shares.  Counterparty is entering into the Confirmation and the Transaction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Counterparty has not entered into or altered, and will not enter into or alter, any hedging transaction relating to the Shares corresponding to or offsetting the Transaction.

(ii)

Eligible Contract Participant.  Counterparty is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended (the “CEA”)) because it is

(iii)

Qualified Investor.  Counterparty is a “qualified investor” within the meaning of Section 3(a)(54) of the Exchange Act.

(iv)

No Violation or Conflict.  Without limiting any representation contained in Section 3(a)(iii) of the Agreement, Counterparty represents that the execution, delivery and performance of the Agreement and any other documentation relating to the Agreement to which it is a party do not violate or conflict with any of the terms or provisions of any stockholders’ agreement, investor rights agreement, lockup agreement, registration rights agreement or co-sale agreement binding on Counterparty or affecting Counterparty or any of its assets.  Other than the filing with the Securities and Exchange Commission (the “SEC”) of a notice on Form 144 in the manner contemplated by Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) and the filing with the SEC of an amended Schedule 13D and a Form 4 to reflect the occurrence of this Transaction, no consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Counterparty of this Confirmation.

(v)

Collateral Shares.

(A)

Counterparty owns, and at all times prior to the release of the Collateral Shares pursuant to the terms of the Security Annex, will own the Collateral Shares free and clear of any

Security Interest (other than the Security Interests created under the Security Annex) or Transfer Restrictions (other than the Existing Transfer Restrictions).

(B)

No financing statement, security agreement or similar or equivalent document or instrument covering all or any part of (I) the Collateral Shares or (II) any other assets of Counterparty is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a Security Interest on any Collateral Share.

(C)

Counterparty’s holding period (calculated in accordance with Rule 144(d) under the Securities Act) with respect to the Collateral Shares commenced more than one year before the Trade Date.

(D)

Unless otherwise agreed to in writing by the parties, Counterparty (x) has not created or permitted to exist and will not create or permit to exist any Security Interest (other than the Security Interests created under the Security Annex) or any Transfer Restriction (other than the Existing Transfer Restrictions) upon or with respect to the Collateral Shares, (y) has not sold or otherwise disposed of, or granted any option and will not sell or otherwise dispose of, or grant any option, with respect to, any of the Collateral Shares or (z) has not entered into or consented to and will not enter into or consent to any agreement (other than, in the case of clause (I), this Confirmation or the Security Annex) that (I) restricts or inhibits in any manner the rights of any present or future owner of any Collateral Share with respect thereto or (II) pursuant to which any person other than Counterparty, Morgan Stanley and the Custodian has or will have Control (as defined in the Security Annex) in respect of any Collateral.

(E)

Unless otherwise agreed to in writing by the parties, Counterparty has not performed and will not perform any acts that might prevent Morgan Stanley from enforcing any of the terms of the Security Annex or that might limit Morgan Stanley in any such enforcement.

(F)

The Collateral Shares and the Shares delivered in settlement of the Transaction have never been, are not and will not be subject to the rules of any community property state.

obligor on or any registrar or transfer agent for, such Collateral Shares, prior to the sale, pledge, assignment or other transfer or enforcement of such Collateral Shares; and

(vi)

Further Assurances.  From time to time from and after the Trade Date through the Settlement Date or the Cash Settlement Payment Date, as the case may be, for the Component with the latest Valuation Date, Counterparty shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper and advisable to consummate and make effective as promptly as practicable the transactions contemplated by the Agreement and this Confirmation in accordance with the terms and conditions hereof and thereof, including (A) using reasonable best efforts to remove any legal impediment to the consummation of such transactions and (B) the execution and delivery of all such deeds, agreements, assignments and further instruments of transfer and conveyance necessary, proper or advisable to consummate and make effective the transactions contemplated by the Agreement and this Confirmation in accordance with the terms and conditions hereof and thereof.

(vii)

Notice.  Counterparty shall, upon obtaining knowledge of the occurrence of any event that would, with the giving of notice, the passage of time or the satisfaction of any condition, constitute an Event of Default in respect of which it would be the Defaulting Party, a Termination Event in respect of which it would be an Affected Party, a Potential Adjustment Event or an Extraordinary Event (including without limitation an Additional Disruption Event), notify Morgan Stanley within two Scheduled Trading Days of the occurrence of obtaining such knowledge.

(viii)

Transactions in the Shares.  As of the Trade Date, the Aggregate Number of Shares does not exceed the number of Shares that Counterparty is permitted to sell in accordance with Rule 144(e)(1) under the Securities Act.  Except as disclosed in the Form 144 previously provided to Morgan Stanley, from the date three months prior to the Trade Date until [   ], neither Counterparty nor any affiliate of Counterparty nor any person who would be considered to be the same “person” as Counterparty or “act[ing] in concert” with Counterparty (as such terms are used in clauses (a)(2) and (e)(3)(vi) of Rule 144 under the Securities Act) has sold or will, without the prior written consent of Morgan Stanley, sell, or hedge (through swaps, options, short sales or otherwise) any long position in, any Shares.  Counterparty has not solicited or arranged for the solicitation of, and will not solicit or arrange for the solicitation of, orders to buy Shares in anticipation of or in connection with any sales

(ix)

Issuer Corporate Policy.  None of the transactions contemplated herein will violate any corporate policy of Issuer or other rules or regulations of Issuer applicable to Counterparty or its affiliates, including, but not limited to, Issuer’s window period policy.

(x)

Reporting.  Counterparty is and, after giving effect to the Transaction, will be in compliance with its reporting obligations under Section 13 and 16 of the Exchange Act, and Counterparty will provide Morgan Stanley with a copy of any report filed thereunder in respect of the Transaction promptly upon filing thereof.

(xi)

Form 144 Filing.  Counterparty shall, on the Trade Date, send or cause to be sent to the SEC, a notice on Form 144 relating to the Transaction contemplated hereby in form and substance that Morgan Stanley has informed Counterparty is acceptable to Morgan Stanley.

(xii)

Sanctions.

(xiii)

Suitability.  Counterparty is a sophisticated, professional investor that has knowledge of transactions such as the Transaction and has made its own independent legal, tax, accounting and financial evaluation of the merits and risks of the Transaction, (ii) Counterparty understands that Morgan Stanley is neither endorsing nor recommending the Transaction, (iii) Counterparty has not relied on any representations, warranties or statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise of Morgan Stanley (or any affiliate of Morgan Stanley) or any of their respective officers, directors, affiliates or employees in connection with the Transaction or the transactions contemplated thereby, and (iv) Counterparty has obtained what it considers adequate information in order to make an informed decision with respect to proceeding with the Transaction.

(g)

U.S. Private Placement Representations.  Each of Morgan Stanley and Counterparty hereby represents and warrants to the other party as of the date hereof that:

(h)

Schedule Provisions.  The Agreement is further supplemented by the following provisions:

(i)

Sale of Additional Shares.  Morgan Stanley agrees with Counterparty that Morgan Stanley or an affiliate of Morgan Stanley that is registered as a broker and a dealer with the SEC and is a “market maker” or a “block positioner,” as such terms are used in Rule 144 under the Securities Act, with respect to the Shares, shall, as promptly as practicable consistent with market conditions, introduce into the public market a quantity of securities of the same class as the Shares (the “Additional Shares”) equal to the Aggregate Number of Shares.  Morgan Stanley agrees that the Additional Shares will be sold in compliance with Rules 144(f) and (g) under the Securities Act.

(j)

Interpretive Letters.  The parties intend that this Confirmation hereunder constitutes a “binding commitment” and “Contract” as described in the letter dated December 14, 1999 submitted by Robert W. Reeder and Alan L. Beller to Michael Hyatte of the staff of the SEC (the “Staff”) to which the Staff responded in an interpretative letter dated December 20, 1999 (the “1999 Interpretive Letter”) or “contracts” as described in the letter dated November 30, 2011 submitted by Robert T. Plesnarski and Glen A. Rae to Thomas Kim of the Staff to which the Staff responded in an interpretive letter dated December 1, 2011 (the “2011 Interpretive Letter” and, together with the 1999 Interpretive Letter, the “Interpretive Letters”).

(k)

Agreement to deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of the Agreement, Counterparty agrees to deliver to Morgan Stanley, prior to or upon execution of this Confirmation, the following documents, as applicable, each in form and substance satisfactory to Morgan Stanley:

(i)

a copy of an agreement among Issuer, Morgan Stanley and Counterparty in form and substance satisfactory to Morgan Stanley, duly executed by the parties thereto, together with an instruction letter executed by the Issuer in blank, instructing the transfer agent to deliver Shares corresponding to converted Class B Shares to The Depository Trust Company for credit to the Custodian under the Collateral Account;

(ii)

an original or, as the case may be, a copy of each notice and other document required to be executed and sent or delivered and each acknowledgement or consent required to be obtained under the Security Annex;

(iii)

a copy of the agreement in form and substance acceptable to Morgan Stanley that establishes Morgan Stanley’s “control” (as defined in Sections 8-106 or 9-106 of the UCC) over the Collateral Account, duly executed by the parties thereto; and

(iv)

legal opinions of K&L Gates LLP, in form and substance satisfactory to Morgan Stanley.

(a)

Limit on Beneficial Ownership.  Notwithstanding any other provisions hereof, Morgan Stanley shall not be entitled to delivery or exercise of rights and remedies under the Transaction or the Security Annex (a “Share Acquisition”) to the extent (but only to the extent) that, after such Share Acquisition, (i) the Section 16 Percentage  would exceed 7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit.  Any purported Share Acquisition shall be void and have no effect to the extent (but only to the extent) that, after such Share Acquisition, (i) the Section 16 Percentage would exceed 7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit.  If any Share Acquisition is not made, in whole or in part, as a result of this provision, Counterparty’s obligations in respect of such Share Acquisition shall not be extinguished and Counterparty shall fulfill such obligations as promptly as practicable after, but in no event later than two Exchange Business Days after, Morgan Stanley gives notice to Counterparty that, after such Share Acquisition, (i) the Section 16 Percentage would not exceed 7.5% and (ii) the Share Amount would not exceed the Applicable Share Limit.

(b)

Right to Consolidate, Divide and Extend.  Morgan Stanley may: (x) consolidate two or more Components into a single Component and/or (y) divide any Component into additional Components and designate the Valuation Date and the Number of Shares for each such Component and/or (z) postpone, in whole or in part, any Valuation Date or any other date of valuation or delivery with respect to the whole or any part of any one or more Component for up to [   ] Scheduled Trading Days (in which each such event the Calculation Agent shall make appropriate adjustments to the Number of Shares with respect to such Components) if Morgan Stanley determines, in its commercially reasonable judgment that such consolidation, division and/or extension is reasonably necessary or appropriate to preserve Morgan Stanley’s hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but only if liquidity conditions have materially decreased as compared with circumstances existing on the Trade Date) or to enable Morgan Stanley to effect purchases or sales of Shares in connection with its hedging, hedge unwind or settlement activity hereunder in a manner that is in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures of Morgan Stanley generally applicable in similar situations and applied in a non-discriminatory manner.

(c)

Amendments to the Equity Definitions.  The following amendments shall be made to the Equity Definitions:

(i)

Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with “an” and adding the following words at the end thereof “or options on such Shares”;

(ii)

Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “a diluting or concentrative” with “an”, and (y) deleting the phrase “for that diluting or concentrative effect (provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “for that effect (and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)”;

(iii)

Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the word “an” and adding the following words at the end thereof “or options on such Shares”;

(iv)

Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (x) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (y) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) at Morgan Stanley’s option, using good faith determinations, the occurrence of any of the events specified in Section 5(a)(vii)(1) through (9) of the ISDA 2002 Master Agreement with respect to that Issuer.”;

(v)

Section 12.9(b)(iv) of the Equity Definitions is hereby amended by (x) deleting (1) subsection (A) in its entirety, (2) the phrase “or (B)” following subsection (A) and (3) the phrase “in each case” in subsection (B); and (y) deleting the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the penultimate sentence; and

(vi)

Section 12.9(b)(v) of the Equity Definitions is hereby amended by (1) adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); (2) deleting subsection (C) in its entirety and deleting the word “or” immediately preceding subsection (C); (3) inserting after the phrase “If such notice is not given” in the third sentence thereof the words “or the Non-Hedging Party has not elected an alternative specified in clause (A) or (B) above”; (4) replacing in the penultimate sentence the words “either party” with “the Hedging Party”; and (5) deleting clause (X) and the words “or (Y)” in the final sentence.

(d)

Indemnification.  In addition to any remedies afforded Morgan Stanley in connection with the Transaction or under this Confirmation, Counterparty agrees to indemnify and hold harmless Morgan Stanley and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several (collectively, “Damages”), to which an Indemnified Person may become subject arising out of or in connection with any breach of any covenant or representation made by Counterparty in the Agreement and this Confirmation or any claim, litigation, investigation or proceeding relating thereto, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing; provided that Counterparty shall not have any liability to any Indemnified Person to the extent that such Damages are finally determined by a court of competent jurisdiction to have directly resulted from the gross negligence or willful misconduct of such Indemnified Person (and in such case, such Indemnified Person shall promptly return to Counterparty any amounts previously expended by Counterparty hereunder).

(e)

Transfer or Assignment.  Counterparty may not transfer any of its rights or obligations under the Transaction without the prior written consent of Morgan Stanley, which shall not be unreasonably withheld or delayed.  Morgan Stanley may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any affiliate of Morgan Stanley (1) that has a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Morgan Stanley’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Morgan Stanley generally for similar transactions, by Morgan Stanley or Morgan Stanley’s ultimate parent entity.  Morgan Stanley may, with Counterparty’s prior written consent, which shall not be unreasonably withheld or delayed, transfer or assign all or any part of its rights or obligations under the Transaction to any other third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (1) the credit rating of Morgan Stanley at the time of the transfer and (2) [   ] by S&P Global Ratings or its successor (“S&P”), or [   ] by Moody’s 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 rating agency mutually agreed by Counterparty and Morgan Stanley.  If at any time at which the Share Amount exceeds the Applicable Share Limit (if any applies) (such condition, an “Excess Ownership Position”), Morgan Stanley is unable after using its commercially reasonable efforts to effect a transfer or assignment of any Transaction hereunder to a third party on pricing terms reasonably acceptable to Morgan Stanley and within a time period reasonably acceptable to Morgan Stanley and in a manner that Morgan Stanley determines in its reasonable discretion is in accordance with applicable law and interpretation (including without limitation the Interpretive Letters) such that no Excess Ownership Position exists, then Morgan Stanley may designate any Exchange Business Day as an Early Termination Date with respect to a portion of such Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists.  In the event that Morgan Stanley so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of the Transaction having terms identical to such Transaction and a Number of Shares equal to the Number of Shares for the Terminated Portion, (2) Counterparty were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction

(f)

Designation by Morgan Stanley.  Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Morgan Stanley to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Counterparty, Morgan Stanley may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Morgan Stanley’s obligations in respect of the Transaction and any such designee may assume such obligations. Morgan Stanley shall be discharged of its obligations to Counterparty to the extent of any such performance.

(g)

Non-confidentiality.  The parties hereby agree that effective from the date of commencement of discussions concerning the Transaction, Counterparty and each of its employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind, including opinions or other tax analyses, provided by Morgan Stanley and its affiliates to Counterparty relating to such tax treatment and tax structure; provided that the foregoing does not constitute an authorization to disclose the identity of Morgan Stanley or its affiliates, agents or advisers, or, except to the extent relating to such tax structure or tax treatment, any specific pricing terms or commercial or financial information.

(h)

Securities Contract.  The parties hereto intend that (i) Morgan Stanley be a financial institution within the meaning of Section 101(22) of Title 11 of the United States Code (the “Bankruptcy Code”), (ii) the Agreement and this Confirmation be a securities contract, as such term is defined in Section 741(7) of the Bankruptcy Code, (iii) each and every transfer of funds, securities and other property under the Agreement and this Confirmation be a settlement payment or a margin payment and a transfer, as such terms are used in Section 546(e) of the Bankruptcy Code, (iv) the Security Annex be a security agreement or arrangement or other credit enhancement that forms a part of and is related to such securities contract within the meaning of Section 362(b) of the Bankruptcy Code, (v) the rights given to Morgan Stanley hereunder, under the Agreement and the Security Annex upon an Event of Default constitute a contractual right to cause the liquidation, termination or acceleration of a securities contract, a contractual right to offset or net out any termination value, payment amount or other transfer obligation and a contractual right under a security agreement or arrangement or other credit enhancement, as such terms are used in Sections 555 and 362(b)(6) of the Bankruptcy Code, and (vi) Morgan Stanley be entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(o), 546(e), 548(d)(2), 555 and 561 of the Bankruptcy Code.

(i)

Payments on Early Termination.  Upon the occurrence or effective designation of an Early Termination Date in respect of the Transaction or the determination of an amount owed following occurrence of an Extraordinary Event that results in the cancellation or termination of the Transaction pursuant to Article 12 of the Equity Definitions (any such event, an “Early Termination Event”), if Counterparty would owe any amount to Morgan Stanley pursuant to Section 6(d)(ii) of the Agreement or any amount pursuant to Section 12.7 or 12.9 of the Equity Definitions (any such amount, a “Counterparty Payment Amount” and such event that would so result in Counterparty owing any such amount, a “Counterparty Payment Event”), then, except to the extent that Morgan Stanley proceeds to enforce the security created under the Security Annex and to apply the proceeds of such enforcement to any obligation of Counterparty hereunder and under the Agreement, on the date on which any Counterparty Payment Amount is due, in lieu of any payment or delivery of such Counterparty Payment Amount, Morgan Stanley may elect for Counterparty to deliver to Morgan Stanley (and Morgan Stanley is authorized to transfer from Counterparty to Morgan Stanley) a number of Shares (or, if the Shares have been converted into other securities or property in connection with an Extraordinary Event (“Converted Property”), a number or amount of such securities or property) with a value equal to the Counterparty Payment Amount, as determined by the Calculation Agent using a commercially reasonable valuation method.

(j)

Waiver of Jury Trial.  EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS TRANSACTION.  EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH A SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS TRANSACTION, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS PROVIDED HEREIN.

(k)

Choice of Law.  This Confirmation shall in all respects be construed in accordance with and governed by the laws of the State of New York (without reference to choice of law doctrine); provided that as to Collateral located in any jurisdiction other than the State of New York, the Secured Party shall have, in addition to any rights under the laws of the State of New York, all of the rights to which a secured party is entitled under the laws of such other jurisdiction.

(l)

Agreements and Acknowledgments Regarding Hedging.  Counterparty understands, acknowledges and agrees that:

(m)

Wall Street Transparency and Accountability Act.  In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties hereby agree that neither the enactment of WSTAA or any regulation under the WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the Agreement (including, but not limited to, rights arising from Change in Law, Hedging Disruption, Increased Cost of Hedging, Loss of Stock Borrow, an Excess Ownership Position, or Illegality (as defined in the Agreement)).

(n)

Notices.  All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or sent by email.

(o)

Account for payments to Morgan Stanley: To be provided.

(p)

Amendment and Waiver: Any provision of this Confirmation may be amended or waived if, and only if, such amendment or waiver is in writing and signed, and in the case of an amendment, by Counterparty and Morgan Stanley or, in the case of a waiver, by the party against whom the waiver is to be effective.

(q)

Counterparts: This Confirmation (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by electronic mail), each of which will be deemed an original.

(r)

Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account Tax Compliance Act.  “Tax” as used in Section 3(t) of this Confirmation (Payer Tax

(s)

QFC Stay Terms.  The parties agree that (i) to the extent that prior to the date hereof both parties have adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”), the terms of the Protocol are incorporated into and form a part of the Agreement, and for such purposes the Agreement shall be deemed a Protocol Covered Agreement and each party shall be deemed to have the same status as Regulated Entity and/or Adhering Party as applicable to it under the Protocol; (ii) to the extent that prior to the date hereof the parties have executed a separate agreement the effect of which is to amend the qualified financial contracts between them to conform with the requirements of the QFC Stay Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement are incorporated into and form a part of the Agreement and each party shall be deemed to have the status of “Covered Entity” or “Counterparty Entity” (or other similar term)  as applicable to it under the Bilateral Agreement; or (iii) if clause (i) and clause (ii) do not apply, the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org and, a copy of which is available upon request),  the effect of which is to amend the qualified financial contracts between the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of this Agreement, and for such purposes the Agreement shall be deemed a “Covered Agreement,” Morgan Stanley shall be deemed a “Covered Entity” and Counterparty shall be deemed a “Counterparty Entity.” In the event that, after the date of the Agreement, both parties hereto become adhering parties to the Protocol, the terms of the Protocol will replace the terms of this paragraph. In the event of any inconsistencies between this Agreement and the terms of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this paragraph, references to “the Agreement” include any related credit enhancements entered into between the parties or provided by one to the other.

(t)

Payer Tax Representation.  For the purpose of Section 3(e) of the Agreement, Morgan Stanley and Counterparty makes the following representation:

(u)

Payee Tax Representations

(v)

Agreement to deliver documents.

(w)

HIRE Act Protocols.  The parties agree that the definitions and provisions contained in the 2015 Section 871(m) Protocol as published by the International Swaps and Derivatives Association, Inc. are incorporated into and apply to the Agreement as if set forth in full herein.

(x)

Amendment to Section 3(a).  With respect to Counterparty, Section 3(a)(v) of the Agreement is hereby amended by inserting the words “against Counterparty and Counterparty’s heirs, distributees, executors, administrators, guardians and conservators,” between the word “enforceable” and the words “in accordance with their respective terms” therein.

(y)

Morgan Stanley Affiliates.  Counterparty acknowledges and agrees that it may not use any amounts received in connection with this Transaction to purchase any securities (a) issued by an affiliate (as defined under Regulation W) of Morgan Stanley (a “Regulation W Affiliate”), (b) in respect of which, and during any period that, any Regulation W Affiliate has acted as an underwriter, (c) sold by any Regulation W Affiliate acting as a principal, or (d) that would otherwise result in Morgan Stanley having to incur a capital charge under Regulation W or being in violation of Regulation W.  If Counterparty makes a purchase in violation of the preceding sentence, Morgan Stanley or Morgan Stanley Wealth Management may cancel or rescind such purchase at the sole cost of Counterparty, without any prior notice to Counterparty.  Counterparty further acknowledges and agrees that it may not use any amounts received in connection with this Transaction for the benefit of, or to transfer such amounts to, a Regulation W Affiliate, without the prior written consent of Morgan Stanley.