Template:2002 ISDA Equity Derivatives Definitions 1.45

Section 1.45. Knock-out Event.

1.45(a) If "Knock-out Event" is specified as applicable to a Transaction, then unless otherwise
specified in the related Confirmation, a party's right to exercise an Option under an Option Transaction
and its right to receive, or its obligation to make, a payment or delivery under an Option Transaction
(once exercised or deemed exercised), a Forward Transaction or Equity Swap Transaction where such
right or obligation is subject to a Knock-out Event shall be conditional upon the Knock-out Event not
having occurred on any Knock-out Determination Day as of the time of such exercise, deemed exercise,
payment or delivery, and the parties shall have any other rights and obligations set forth in the related
Confirmation from and after the occurrence of the Knock-out Event.

(b) "Knock-out Event" means the event or occurrence specified as such in the related
Confirmation. In the event that the related Confirmation does not specify such an event or occurrence
but specifies a Knock-out Reference Security and/or a Knock-out Price, a Knock-out Event shall occur
for a Transaction for which such Knock-out Reference Security is also the Index, Share or Basket
specified in the related Confirmation: (i) where, on the Trade Date, the Knock-out Price is greater than
the Initial Price, Strike Price, Forward Price or other initial level set for the Transaction, when the level,
price or amount of the Knock-out Reference Security determined as of the Knock-out Valuation Time on
any Knock-out Determination Day is greater than or equal to the Knock-out Price; and (ii) where, on the
Trade Date, the Knock-out Price is less than the Initial Price, Strike Price, Forward Price or other initial
level set for the Transaction, when the level, price or amount of the Knock-out Reference Security
determined as of the Knock-out Valuation Time on any Knock-out Determination Day is less than or
equal to the Knock-out Price. In the event of a dispute between the parties as to whether a Knock-out
Event has occurred, the Calculation Agent shall determine whether a Knock-out Event has occurred.