(i) Disclosure. 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) that are provided to Counterparty relating to such tax treatment and tax structure.
(j) Early Unwind. Notwithstanding anything to the contrary in the Agreement, in the event the offering of Convertible Notes is not consummated for any reason by 5:00 p.m. (New York City time) on February 7, 2020 (or such later date as agreed upon by the parties) (February 7, 2020 or such later date, the Early Unwind Date), the Transaction shall automatically terminate (the Early Unwind) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction, including, for the avoidance of doubt, any obligation of Dealer to deliver any Shares and Counterpartys obligation to make any payment with respect thereto, shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that if, after the Purchase Agreement is executed and delivered, such offering of the Convertible Notes is not consummated as a result of a failure by Counterparty to satisfy any condition specified in Section 6 of the Purchase Agreement, Counterparty shall reimburse Dealer for any costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction (including any loss or cost incurred as a result of its terminating, liquidating, obtaining, reestablishing or adjusting any hedge or related trading position) and purchase from Dealer any Shares acquired by Dealer or one of more of its affiliates in connection with the establishment of Dealers initial hedge position with respect to the Transaction at the price equal to Dealers or such affiliates cost of acquiring such Shares (as determined by Dealer in its sole judgment). The amount of any such reimbursement shall be determined by the Calculation Agent in its sole good faith discretion. The Calculation Agent shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the Early Unwind Date. Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 11(j), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.
(k) Convertible Notes. Convertible Notes means the 0.50% Convertible Senior Notes due 2025 (issued by Counterparty pursuant to an indenture to be dated February 7, 2020 between Counterparty and Citibank, N.A., as trustee) in an aggregate principal amount of USD $500,000,000.
(l) Designation by Dealer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer (the Designator) may designate any of its Affiliates (the Designee) to deliver or take delivery, as the case may be, and otherwise perform its obligations to deliver, if any, or take delivery of, as the case may be, any such Shares or other securities in respect of the Transaction, and the Designee may assume such obligations, if any. Such designation shall not relieve the Designator of any of its obligations, if any, hereunder. Notwithstanding the previous sentence, if the Designee shall have performed the obligations, if any, of the Designator hereunder, then the Designator shall be discharged of its obligations, if any, to Counterparty to the extent of such performance.
(m) Termination Currency. The Termination Currency shall be USD.
(n) Wall Street Transparency and Accountability Act of 2010. The parties hereby agree that none of (i) Section 739 of the Wall Street Transparency and Accountability Act of 2010 (the WSTAA), (ii) any similar legal certainty provision included in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, (iii) the enactment of the WSTAA or any regulation under the WSTAA, (iv) any requirement under the WSTAA or (v) any amendment made by the WSTAA shall limit or otherwise impair either partys right to terminate, renegotiate, modify, amend or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased cost, regulatory change or similar event under this Confirmation, the Equity Definitions or the Agreement (including, but not limited to, any right arising from any Change in Law, Hedging Disruption, Increased Cost of Hedging or Illegality).