Common use of Early Unwind Clause in Contracts

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date 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 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 Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. (i) In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Underwriting Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Underwriters for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or if Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date 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 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 Counterparty shall purchase from reimburse Dealer on for any costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by unwinding of its hedging activities in connection with the Transaction (including any loss or cost incurred as a result of terminating, liquidating, obtaining or reestablishing any hedge or related trading position of Dealer or one or more of its affiliates in connection with the Transaction at Transaction). The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. (ii) If an amount is payable by Counterparty to Dealer pursuant to Section 9(s)(i) (a “Reimbursement Obligation”), Counterparty shall have the right, in its sole discretion, to satisfy any such Reimbursement Obligation by delivering to Dealer, on the Exchange Business Day immediately following the Early Unwind Date, the Early Unwind Shares (as defined below) in satisfaction of such Reimbursement Obligation in the manner reasonably requested by Dealer free of payment. The “Early Unwind Shares” shall be a number of Shares equal to the Reimbursement Obligation otherwise payable under Section 9(s)(i) divided by the value to Dealer per Share on the date such Shares are to be delivered as Early Unwind Shares (the “Early Unwind Share Price”), as determined by the Calculation Agent in its discretion using commercially reasonable means, together with cash in lieu of any fractional Shares based on the Early Unwind Share Price. The Calculation Agent shall notify Counterparty of the Early Unwind Share Price at the time of notification of the Reimbursement Obligation. If such Early Unwind Shares are Restricted Shares as set forth in Section 9(m), the Early Unwind Share Price may reflect, in the Calculation Agent’s judgment, a discount applicable to such Early Unwind Shares. If such Early Unwind Shares are not Restricted Shares as set forth in Section 9(m), the Early Unwind Price shall be Relevant Price on the Early Unwind Date. Counterparty shall give irrevocable telephonic notice, confirmed in writing within one Scheduled Trading Day, to Dealer of its election to satisfy any Reimbursement Obligation by delivery of Early Unwind Shares pursuant to this Section 9(s)(ii) no later than 6:00 p.m. (New York City time) on the Early Unwind Date. (iii) Notwithstanding any other provision of this Confirmation or the Agreement, in no event will Counterparty be required to deliver more than the Number of Shares in the aggregate to Dealer pursuant to this Section 9(s). In the event Counterparty shall not have delivered the full number of Shares otherwise applicable as a result of the foregoing sentence (such deficit, the “Deficit Shares”), Counterparty shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this Section 9(s), Shares when, and to the extent, that (A) Shares are repurchased, acquired or otherwise received by Counterparty or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or any other consideration), (B) authorized and unissued Shares reserved for issuance in respect of other transactions prior to such date which prior to the relevant date become no longer so reserved and (C) Counterparty additionally authorizes any unissued Shares that are not reserved for other transactions. Counterparty shall immediately notify Dealer of the occurrence of any of the foregoing events (including the number of Shares subject to clause (A), (B) or (C) and the corresponding number of Shares to be delivered) and promptly deliver the Applicable Percentage of the aggregate number of such Shares thereafter.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Underwriting Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Underwriters for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty if Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date 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 Company under the Transaction 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 Counterparty Company shall purchase from reimburse Dealer on for any costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by unwinding of its hedging activities in connection with the Transaction (including any loss or cost incurred as a result of terminating, liquidating, obtaining or reestablishing any hedge or related trading position of Dealer or one or more of its affiliates in connection with the Transaction at Transaction). The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Company of such amount and Company shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and Counterparty Company represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” USD 150,000,000 aggregate principal amount of Notes (as defined in the Purchase Agreement (the “Note Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date 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 shall be cancelled and terminated and (ii) Counterparty shall pay to Dealer an amount in cash equal to the aggregate amount (the “Unwind Amount”) of reasonable costs and expenses relating to the unwinding of Dealer’s hedging activities in respect of the Transaction (including market losses incurred in reselling any Shares purchased by Dealer or its affiliates in connection with such hedging activities, unless Counterparty agrees to purchase any such Shares at the cost at which Dealer or its affiliates purchased such Shares) or, at the election of Counterparty, deliver to Dealer Shares with a value equal to such amount, as determined by the Calculation Agent, in which event the parties shall enter into customary and commercially reasonable documentation relating to the registered or exempt resale of such Shares; provided that in no event shall the number of such Shares exceed the lesser of 6,552,839 and the number of Shares then authorized for issuance under Counterparty’s certificate of incorporation that are unissued and unreserved at that time (the “Capped Number of Shares”). Following such termination, cancellation and payment by Counterparty to Dealer of the Unwind Amount (or delivery of Shares with a value equal thereto or delivery of the Capped Number of Shares, as the case may be) in accordance with clause (ii) of the immediately preceding sentence, 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 Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge acknowledges to the other that, subject following payment by Counterparty to Dealer of the proviso included Unwind Amount (or delivery of Shares with a value equal thereto or delivery of the Capped Number of Shares, as the case may be) in this Section 9(t)accordance with clause (ii) of the second immediately preceding sentence, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten SecuritiesAdditional Notes” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers initial purchasers thereof for any reason, other than reason by the close of business in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment DateNovember 3, 2017 (or such later date as agreed upon by the parties parties) (the Premium Payment Date November 3, 2017 or such later date as agreed upon being the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (ia) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (iib) 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 that, if such an Early Unwind is solely due to an event within Counterparty’s control, Counterparty shall purchase from Dealer on the Early Unwind Date all Shares and Underlying Shares purchased by Dealer or one or more of its affiliates affiliates, and assume, or reimburse the cost of, derivatives and other hedging activities entered into by Dealer or one or more of its affiliates, in each case, in connection with hedging of the Transaction at and the then prevailing market priceunwind of such hedging activities. Each The amount payable by Counterparty shall be Dealer’s (or its affiliates) actual cost of such Shares and Underlying Shares and unwind cost of such derivatives and other hedging activities as Dealer informs Counterparty and shall be paid 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 9(t)the second preceding sentence, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Option Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date July 26, 2010 between Counterparty and ▇.J.▇. ▇▇▇▇▇▇ Securities Inc. and ▇G▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date 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 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 Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale by Counterparty of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Units is not consummated with the Initial Purchasers for any reason, other than in cases involving a breach of initial purchasers pursuant to the Purchase Agreement for any reason by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions close of counsel as required pursuant to Section 9(a), business in each case by 5:00 p.m. (New York City time) on the Premium Payment DateJune 13, 2006 (or such later date as agreed upon by the parties parties, which in no event shall be later than the date specified for this purpose in the Purchase Agreement) (the Premium Payment Date June 13, 2006 or such later date being 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 Bank and Counterparty under the Transaction thereunder shall be cancelled and terminated and (ii) if the failure to consummate the sale of the Units results from a breach by Counterparty of any representation of or any undertaking by Counterparty contained in the Purchase Agreement, Counterparty shall pay to Bank an amount in cash equal to the aggregate amount of costs and expenses relating to the unwinding of Bank’s reasonable hedging activities in respect of the Transaction (including market losses incurred in reselling any Shares purchased by Bank or its affiliates in connection with such reasonable hedging activities). Following such termination, cancellation and payment, 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 either party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that . The amount of any such reimbursement shall be determined by Bank in its reasonable good faith discretion. Bank shall notify the Company of such amount, including, upon Counterparty’s request, an explanation of the basis of determination of such amount, and Counterparty shall purchase from Dealer pay such amount in immediately available funds on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market priceDate. Each of Dealer Bank and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t), that upon an Early UnwindUnwind and following the payment referred to above, all obligations with respect to the Transaction shall be deemed fully and finally discharged. For the avoidance of doubt, this Section 9(i) shall become effective as of the Trade Date and shall remain in effect whether or not the Effective Date of the Transaction occurs.

Early Unwind. In the event the sale of the “Underwritten SecuritiesFirm Notes” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers initial purchasers thereof for any reason, other than reason by the close of business in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment DateNovember 3, 2017 (or such later date as agreed upon by the parties parties) (the Premium Payment Date November 3, 2017 or such later date as agreed upon being the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (ia) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (iib) 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 that, if such an Early Unwind is solely due to an event within Counterparty’s control, Counterparty shall purchase from Dealer on the Early Unwind Date all Shares and Underlying Shares purchased by Dealer or one or more of its affiliates affiliates, and assume, or reimburse the cost of, derivatives and other hedging activities entered into by Dealer or one or more of its affiliates, in each case, in connection with hedging of the Transaction at and the then prevailing market priceunwind of such hedging activities. Each The amount payable by Counterparty shall be Dealer’s (or its affiliates) actual cost of such Shares and Underlying Shares and unwind cost of such derivatives and other hedging activities as Dealer informs Counterparty and shall be paid 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 9(t)the second preceding sentence, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers Underwriters for any reason, other than in cases involving a breach of reason or the Purchase Agreement by Dealer or its affiliate, or Counterparty Company fails to deliver to Dealer the Bank opinions of counsel as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 p.m. (New York City time) on the Premium Payment DateMay 5, 2009 (or such later date as agreed upon by the parties (the Premium Payment Date parties, May 5, 2009 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 Bank and Counterparty the Company under the Transaction 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 Counterparty shall purchase from Dealer on that, other than to the extent the Early Unwind Date all Shares purchased occurred as a result of the breach of the Underwriting Agreement by Dealer the Underwriters, the Company shall reimburse Bank, in cash or one Shares, for any costs or more expenses (including market losses) relating to the unwinding of its affiliates or its affiliate’s hedging activities in connection with the Transaction at (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by Bank in its sole good faith discretion. Bank shall notify the then prevailing market priceCompany of such amount and the Company shall pay such amount in immediately available funds or deliver Shares on the Early Unwind Date. Each of Dealer Bank and Counterparty the Company represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. (i) In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers Underwriters for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or if Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (the close of business in New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date 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 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 Counterparty shall purchase from reimburse Dealer on for any costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by unwinding of its hedging activities in connection with the Transaction (including any loss or cost incurred as a result of terminating, liquidating, obtaining or reestablishing any hedge or related trading position of Dealer or one or more of its affiliates in connection with the Transaction at Transaction). The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. (ii) If an amount is payable by Counterparty to Dealer pursuant to Section 9(t)(i) (a “Reimbursement Obligation”), Counterparty shall have the right, in its sole discretion, to satisfy any such Reimbursement Obligation by delivering to Dealer, on the Exchange Business Day immediately following the Early Unwind Date, the Early Unwind Shares (as defined below) in satisfaction of such Reimbursement Obligation in the manner reasonably requested by Dealer free of payment. The “Early Unwind Shares” shall be a number of Shares equal to the Reimbursement Obligation otherwise payable under Section 9(t)(i) divided by the value to Dealer per Share on the date such Shares are to be delivered as Early Unwind Shares (the “Early Unwind Share Price”), as determined by the Calculation Agent in its discretion using commercially reasonable means, together with cash in lieu of any fractional Shares based on the Early Unwind Share Price. The Calculation Agent shall notify Counterparty of the Early Unwind Share Price at the time of notification of the Reimbursement Obligation. If such Early Unwind Shares are Restricted Shares as set forth in Section 9(m), the Early Unwind Share Price may reflect, in the Calculation Agent’s judgment, a discount applicable to such Early Unwind Shares. If such Early Unwind Shares are not Restricted Shares as set forth in Section 9(m), the Early Unwind Price shall be Relevant Price on the Early Unwind Date. Counterparty shall give irrevocable telephonic notice, confirmed in writing within one Scheduled Trading Day, to Dealer of its election to satisfy any Reimbursement Obligation by delivery of Early Unwind Shares pursuant to this Section no later than 6:00 p.m. New York local time on the Early Unwind Date.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers for any reason, other than reason by the close of business in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment DateMarch 29, 2010 (or such later date as agreed upon by the parties parties) (the Premium Payment Date March 29, 2010 or such later date as agreed upon being the “Early Unwind Date”), the this Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and and, if Counterparty has then received the Premium from Dealer, Counterparty shall refund such Premium to Dealer, whereupon (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction 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 Counterparty shall purchase from Dealer that, except to the extent the Early Unwind Date occurred as a result of a breach of the Purchase Agreement by the Initial Purchasers, if the sale of the Convertible Notes is not consummated with the Initial Purchasers by the close of business in New York on the Early Unwind Date all Shares purchased as a result of a failure by Company to satisfy any condition to closing contained in Section 6 of the Purchase Agreement, Company 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 terminating, liquidating, obtaining or reestablishing any hedge or related trading position of Dealer or one or more of its affiliates in connection with the Transaction at Transaction). The amount of any such reimbursement shall be determined by Dealer in its good faith and commercially reasonable discretion. Dealer shall notify Company of such amount and, subject to paragraph (m) below, Company shall pay such amount in immediately available funds on the then prevailing market priceCurrency Business Day immediately following the Early Unwind Date. Each of Dealer and Counterparty Company represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇2.625% Convertible Senior Notes due August 15, Sachs & Co. as representatives of the several Initial Purchasers party thereto) 2011 is not consummated with the Initial Purchasers initial purchasers for any reason, other than reason by the close of business in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment DateAugust 23, 2006 (or such later date as agreed upon by the parties parties) (the Premium Payment Date August 23, 2006 or such later date date, if any, as agreed upon being the “Early Unwind Date”), the this 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 JPMorgan and Counterparty Company under the Transaction 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 Counterparty Company shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares purchased by Dealer JPMorgan or one or more of its affiliates and shall, notwithstanding anything to the contrary in the Equity Definitions, reimburse JPMorgan for any costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction at (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by JPMorgan in its sole good faith discretion. JPMorgan shall notify Company of such amount and Company shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer JPMorgan and Counterparty Company represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Option Securities” (as defined in the Purchase Agreement (the “Purchase Underwriting Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Underwriters for any reason, other than in cases involving a breach of reason or the Purchase Agreement by Dealer or its affiliate, or Counterparty Company fails to deliver to Dealer the Bank opinions of counsel as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 p.m. (New York City time) on the Premium Payment DateMay 5, 2009 (or such later date as agreed upon by the parties (the Premium Payment Date parties, May 5, 2009 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 Bank and Counterparty the Company under the Transaction 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 Counterparty shall purchase from Dealer on that, other than to the extent the Early Unwind Date all Shares purchased occurred as a result of the breach of the Underwriting Agreement by Dealer the Underwriters, the Company shall reimburse Bank, in cash or one Shares, for any costs or more expenses (including market losses) relating to the unwinding of its affiliates or its affiliate’s hedging activities in connection with the Transaction at (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by Bank in its sole good faith discretion. Bank shall notify the then prevailing market priceCompany of such amount and the Company shall pay such amount in immediately available funds or deliver Shares on the Early Unwind Date. Each of Dealer Bank and Counterparty the Company represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Underwriting Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Underwriters for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty if Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (the close of business in New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date 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 Company under the Transaction 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 Counterparty Company shall purchase from reimburse Dealer on for any costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by unwinding of its hedging activities in connection with the Transaction (including any loss or cost incurred as a result of terminating, liquidating, obtaining or reestablishing any hedge or related trading position of Dealer or one or more of its affiliates in connection with the Transaction at Transaction). The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Company of such amount and Company shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and Counterparty Company represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. (i) In the event the sale of the “Underwritten Option Securities” (as defined in the Purchase Agreement (the “Purchase Underwriting Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Underwriters for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or if Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (the close of business in New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date 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 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 Counterparty shall purchase from reimburse Dealer on for any costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by unwinding of its hedging activities in connection with the Transaction (including any loss or cost incurred as a result of terminating, liquidating, obtaining or reestablishing any hedge or related trading position of Dealer or one or more of its affiliates in connection with the Transaction at Transaction). The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. (ii) If an amount is payable by Counterparty to Dealer pursuant to Section 9(t)(i) (a “Reimbursement Obligation”), Counterparty shall have the right, in its sole discretion, to satisfy any such Reimbursement Obligation by delivering to Dealer, on the Exchange Business Day immediately following the Early Unwind Date, the Early Unwind Shares (as defined below) in satisfaction of such Reimbursement Obligation in the manner reasonably requested by Dealer free of payment. The “Early Unwind Shares” shall be a number of Shares equal to the Reimbursement Obligation otherwise payable under Section 9(t)(i) divided by the value to Dealer per Share on the date such Shares are to be delivered as Early Unwind Shares (the “Early Unwind Share Price”), as determined by the Calculation Agent in its discretion using commercially reasonable means, together with cash in lieu of any fractional Shares based on the Early Unwind Share Price. The Calculation Agent shall notify Counterparty of the Early Unwind Share Price at the time of notification of the Reimbursement Obligation. If such Early Unwind Shares are Restricted Shares as set forth in Section 9(m), the Early Unwind Share Price may reflect, in the Calculation Agent’s judgment, a discount applicable to such Early Unwind Shares. If such Early Unwind Shares are not Restricted Shares as set forth in Section 9(m), the Early Unwind Price shall be Relevant Price on the Early Unwind Date. Counterparty shall give irrevocable telephonic notice, confirmed in writing within one Scheduled Trading Day, to Dealer of its election to satisfy any Reimbursement Obligation by delivery of Early Unwind Shares pursuant to this Section no later than 6:00 p.m. New York local time on the Early Unwind Date.

Early Unwind. In the event the sale of the “Underwritten Securities” Additional Securities (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date November 9, 2005 between Counterparty Maverick and M▇.▇. ▇▇▇ S▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party theretoIncorporated) is not consummated with the Initial Purchasers initial purchasers for any reason, other than reason by the close of business in cases involving a breach of New York on the Option Closing Date (as defined in the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City timeAgreement) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Option Closing Date or such later date as agreed upon being the “Option Early Unwind Date”), the Transaction this Amendment shall automatically terminate on the Option Early Unwind Date (the “Option Early Unwind”), on the Early Unwind Date and (i) the Transaction amendments to the Confirmation set forth in Section 1 hereof and all of the respective rights and obligations of Dealer MSIL and Counterparty under the Transaction Maverick in connection therewith 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 such amendments either prior to or after the Option Early Unwind Date; provided that Counterparty if the failure to consummate the sale of the Additional Securities results from a failure of any condition described in the final paragraph of Section 5 of the Purchase Agreement, Maverick shall purchase from Dealer on reimburse MSIL for any costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by Dealer or one or more unwinding of its affiliates hedging activities in connection with this Amendment (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by MSIL in its sole good faith discretion. MSIL shall notify Maverick of such amount, including reasonable detail regarding its determination of such amount, and Maverick shall pay such amount in immediately available funds on the Transaction at the then prevailing market priceOption Early Unwind Date. Each of Dealer MSIL and Counterparty Maverick represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Option Early Unwind, all obligations with respect to the Transaction this Amendment shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Option Securities” (as defined in the Purchase Agreement (the “Purchase Underwriting Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Underwriters for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty if Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (the close of business in New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date 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 Company under the Transaction 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 Counterparty Company shall purchase from reimburse Dealer on for any costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by unwinding of its hedging activities in connection with the Transaction (including any loss or cost incurred as a result of terminating, liquidating, obtaining or reestablishing any hedge or related trading position of Dealer or one or more of its affiliates in connection with the Transaction at Transaction). The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Company of such amount and Company shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and Counterparty Company represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers initial purchaser for any reason, other than reason by the close of business in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date[ ], 2015 (or such later date as agreed upon by the parties parties) (the Premium Payment Date [ ], 2015 or such later date as agreed upon being 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 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, except to the extent that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased occurred as a result of a breach of the Purchase Agreement by Dealer or one or more any of its affiliates affiliates, Counterparty shall reimburse Dealer for any costs or expenses (including market losses, unless Counterparty agrees to purchase any such Shares at the cost at which Dealer purchased such Shares) relating to the unwinding of its hedging activities in connection with the Transaction at (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, other than reason by the close of business in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment DateAugust 13, 2012 (or such later date as agreed upon by the parties parties) (the Premium Payment Date August 13, 2012 or such later date as agreed upon being the “Early Unwind Date”), the this 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 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 that, Counterparty shall purchase from reimburse Dealer on for reasonable costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by Dealer unwinding of its, or one or more of its affiliates the Hedging Party’s, Hedging Activities in connection with the Transaction (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position) unless the sale of Convertible Bonds is not consummated with the initial purchasers as a result of breach of the Purchase Agreement by the initial purchasers (in which case no such reimbursement will be payable). The amount of any such reimbursement shall be determined by Dealer in good faith and in a commercially reasonable manner. Dealer shall notify Counterparty of such amount and Counterparty shall deliver Share Termination Delivery Property or, at the then prevailing market priceelection of Counterparty, pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. Notwithstanding anything herein or in the Agreement to the contrary, in no event shall Counterparty be required to deliver an aggregate number of Shares in connection with the Early Unwind in excess of 1,448,600 Shares, subject to adjustment from time to time as a result of actions of Counterparty or events within Counterparty’s control and in accordance with the provisions of this Confirmation and the Equity Definitions.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers Purchaser for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, reason or Counterparty fails to deliver to Dealer the JPMorgan opinions of counsel to Counterparty as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 p.m. (New York City time) on the Premium Payment DateJune 26, 2006 (or such later date as agreed upon by the parties parties) (the Premium Payment Date June 26, 2006 or such later date as agreed upon being the “Early Unwind Date”), the this 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 JPMorgan and Counterparty under the Transaction 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 that, if the sale of the Convertible Notes is not consummated with the initial purchasers by the close of business in New York on the Early Unwind Date as a result of a failure by Counterparty to satisfy any condition to closing contained in Section 6 of the Purchase Agreement, Counterparty shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares Shares, if any, purchased by Dealer JPMorgan or one or more of its affiliates and reimburse JPMorgan for any costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction at (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by JPMorgan in its sole good faith discretion. JPMorgan shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer JPMorgan and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event (x) the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers for any reasonreason by 12:00 p.m. London time on September 13, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. 2017 (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties parties) or (y) the Premium Payment Date or Initial Purchasers have terminated the Purchase Agreement pursuant to Section 10 thereof (September 13, 2017, such later agreed date, or the date Dealer becomes aware that the Initial Purchasers have terminated the Purchase Agreement, as applicable, 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 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 that, unless the Early Unwind Date occurred as a result of a breach of the Purchase Agreement by Dealer, Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or of more of its affiliates for the purpose of hedging the Transaction and reimburse Dealer for any costs or expenses (including, without duplication, market losses) relating to the unwinding of its hedging activities in connection with the Transaction at (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position) less any gain for the then prevailing market priceDealer for the unwind of such hedging activity. Each Any such unwind must be performed by the Dealer in a commercially reasonable manner, it being understood that Dealer shall not increase its hedge positions after the Early Unwind Date. The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion and, upon request by Counterparty, documented to Counterparty in reasonable detail. Dealer 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 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, other than reason by the close of business in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, Date (or such later date as agreed upon by the parties parties) (the Premium Payment Date such date or such any later date as agreed upon being the “Early Unwind Date”), the this 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 JPMorgan and Counterparty Company under the Transaction 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 Counterparty Company shall purchase from Dealer on reimburse JPMorgan for any costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by Dealer or one or more unwinding of its affiliates hedging activities in connection with the Transaction at (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by JPMorgan in its sole good faith discretion. JPMorgan shall notify Company of such amount and the then prevailing market priceCompany shall pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer JPMorgan and Counterparty the Company represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, other than reason by the close of business in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment DateJanuary 22, 2007 (or such later date as agreed upon by the parties parties) (the Premium Payment Date January 22, 2007 or such later date date, if any, as agreed upon being the “Early Unwind Date”), the this 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 JPMorgan and Counterparty Company under the Transaction 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 Counterparty Company shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares purchased by Dealer JPMorgan or one or more of its affiliates and shall, notwithstanding anything to the contrary in the Equity Definitions, reimburse JPMorgan for any actual and reasonable costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction at (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by JPMorgan in its sole good faith discretion. JPMorgan shall notify Company of such amount and Company shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer JPMorgan and Counterparty Company represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, other than reason by the close of business in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment DateSeptember 19, 2005 (or such later date as agreed upon by the parties parties) (the Premium Payment Date September 19, 2005 or such later date as agreed upon being the “Early Unwind Date”), the this 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 JPMorgan and Counterparty under the Transaction 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 Counterparty shall purchase from Dealer on reimburse JPMorgan for any costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by Dealer or one or more unwinding of its affiliates hedging activities in connection with the Transaction at (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by JPMorgan in its sole good faith discretion. JPMorgan shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer JPMorgan and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, other than reason by the close of business in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment DateNovember 13, 2006 (or such later date as agreed upon by the parties parties) (the Premium Payment Date November 13, 2006 or such later date as agreed upon being the “Early Unwind Date”), the this 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 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 that, unless the sale of Convertible Bonds is not consummated with the initial purchasers for any reason other than as a result of breach of the Purchase Agreement by the initial purchasers, Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates and reimburse Dealer for any costs or expenses (including market losses) relating to the unwinding of its Hedging Activities in connection with the Transaction at (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. (i) In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers Purchaser for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, reason or Counterparty fails to deliver to Dealer the opinions of counsel to Counterparty as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 p.m. (New York City time) on the Premium Payment DateMarch 29, 2010 (or such later date as agreed upon by the parties parties) (the Premium Payment Date March 29, 2010 or such later date as agreed upon being the “Early Unwind Date”), the this Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and and, if Dealer has then received from Counterparty the Premium, Dealer shall refund such Premium to Counterparty, whereupon (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction 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 Counterparty shall purchase from Dealer that, except to the extent the Early Unwind Date occurred as a result of the breach of the Purchase Agreement by the Initial Purchasers, if the sale of the Convertible Notes is not consummated with the Initial Purchasers by the close of business in New York on the Early Unwind Date all Shares purchased as a result of a failure by Counterparty to satisfy any condition to closing contained 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 terminating, liquidating, obtaining or reestablishing any hedge or related trading position of Dealer or one or more of its affiliates in connection with the Transaction at Transaction). The amount of any such reimbursement shall be determined by Dealer in its good faith and commercially reasonable discretion. Dealer shall notify Counterparty of such amount and, subject to paragraph (i)(ii) below, Counterparty shall pay such amount in immediately available funds on the then prevailing market priceCurrency Business Day immediately following the Early Unwind Date. Each of Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. (ii) If an amount is payable by Counterparty to Dealer pursuant to paragraph (i)(i) (a “Reimbursement Obligation”), Counterparty shall have the right, in its sole discretion, to satisfy any such Reimbursement Obligation by delivering to Dealer, on the third Exchange Business Day immediately following the Early Unwind Date, the Early Unwind Shares (as defined below) in satisfaction of such Reimbursement Obligation in the manner reasonably requested by Dealer free of payment. The “Early Unwind Shares” shall be a number of Shares equal to the Reimbursement Obligation otherwise payable under paragraph (i)(i) divided by the value to Dealer per Share on the date such Shares are to be delivered as Early Unwind Shares (the “Early Unwind Share Price”), as determined by the Calculation Agent in its discretion using commercially reasonable means, together with cash in lieu of any fractional Shares based on the Early Unwind Share Price. The Calculation Agent shall notify Counterparty of the Early Unwind Share Price at the time of notification of the Reimbursement Obligation. If such Early Unwind Shares are Restricted Shares (as defined in paragraph (p) below), the Early Unwind Share Price may reflect, in the Calculation Agent’s judgment, a discount applicable to such Early Unwind Shares. Counterparty shall give irrevocable telephonic notice, confirmed in writing within one Scheduled Trading Day, to Dealer of its election to satisfy any Reimbursement Obligation by delivery of Early Unwind Shares pursuant to this Section no later than 6:00 p.m. New York local time on the Early Unwind Date.

Early Unwind. In the event the sale of the [“Underwritten Securities” Securities”]18[“Option Securities”]19 (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date 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 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 Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates for the purpose of hedging the Transaction and reimburse Dealer for any costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction at (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and Counterparty represent represents and acknowledge acknowledges to the other that, subject to the proviso included in this Section 9(t9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. 18 Insert for Base Call Option Confirmation. 19 Insert for Additional Call Option Confirmation.

Early Unwind. (i) In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers Purchaser for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, reason or Counterparty fails to deliver to Dealer the opinions of counsel to Counterparty as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, Date (or such later date as agreed upon by the parties parties) (the Premium Payment Date or such later date as agreed upon being the “Early Unwind Date”), the this Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and and, if Dealer has then received from Counterparty the Premium, Dealer shall refund such Premium to Counterparty, whereupon (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction 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 Counterparty shall purchase from Dealer that, except to the extent the Early Unwind Date occurred as a result of the breach of the Purchase Agreement by the Initial Purchasers, if the sale of the Convertible Notes is not consummated with the Initial Purchasers by the close of business in New York on the Early Unwind Date all Shares purchased as a result of a failure by Counterparty to satisfy any condition to closing contained 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 terminating, liquidating, obtaining or reestablishing any hedge or related trading position of Dealer or one or more of its affiliates in connection with the Transaction at Transaction). The amount of any such reimbursement shall be determined by Dealer in its good faith and commercially reasonable discretion. Dealer shall notify Counterparty of such amount and, subject to paragraph (i)(ii) below, Counterparty shall pay such amount in immediately available funds on the then prevailing market priceCurrency Business Day immediately following the Early Unwind Date. Each of Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. (ii) If an amount is payable by Counterparty to Dealer pursuant to paragraph (i)(i) (a “Reimbursement Obligation”), Counterparty shall have the right, in its sole discretion, to satisfy any such Reimbursement Obligation by delivering to Dealer, on the third Exchange Business Day immediately following the Early Unwind Date, the Early Unwind Shares (as defined below) in satisfaction of such Reimbursement Obligation in the manner reasonably requested by Dealer free of payment. The “Early Unwind Shares” shall be a number of Shares equal to the Reimbursement Obligation otherwise payable under paragraph (i)(i) divided by the value to Dealer per Share on the date such Shares are to be delivered as Early Unwind Shares (the “Early Unwind Share Price”), as determined by the Calculation Agent in its discretion using commercially reasonable means, together with cash in lieu of any fractional Shares based on the Early Unwind Share Price. The Calculation Agent shall notify Counterparty of the Early Unwind Share Price at the time of notification of the Reimbursement Obligation. If such Early Unwind Shares are Restricted Shares (as defined in paragraph (p) below), the Early Unwind Share Price may reflect, in the Calculation Agent’s judgment, a discount applicable to such Early Unwind Shares. Counterparty shall give irrevocable telephonic notice, confirmed in writing within one Scheduled Trading Day, to Dealer of its election to satisfy any Reimbursement Obligation by delivery of Early Unwind Shares pursuant to this Section no later than 6:00 p.m. New York local time on the Early Unwind Date.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers initial purchaser for any reason, other than reason by the close of business in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment DateJune 3, 2019 (or such later date as agreed upon by the parties parties) (the Premium Payment Date June 3, 2019 or such later date as agreed upon being 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 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, except to the extent that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased occurred as a result of a breach of the Purchase Agreement by Dealer or one or more any of its affiliates affiliates, Counterparty shall reimburse Dealer for any costs or expenses (including market losses, unless Counterparty agrees to purchase any such Shares at the cost at which Dealer purchased such Shares) relating to the unwinding of its hedging activities in connection with the Transaction at (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) additional Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, other than reason by the close of business in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment DateAugust 13, 2012 (or such later date as agreed upon by the parties parties) (the Premium Payment Date August 13, 2012 or such later date as agreed upon being the “Early Unwind Date”), the this 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 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 that, Counterparty shall purchase from reimburse Dealer on for reasonable costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by Dealer unwinding of its, or one or more of its affiliates the Hedging Party’s, Hedging Activities in connection with the Transaction (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position) unless the sale of Convertible Bonds is not consummated with the initial purchasers as a result of breach of the Purchase Agreement by the initial purchasers (in which case no such reimbursement will be payable). The amount of any such reimbursement shall be determined by Dealer in good faith and in a commercially reasonable manner. Dealer shall notify Counterparty of such amount and Counterparty shall deliver Share Termination Delivery Property or, at the then prevailing market priceelection of Counterparty, pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. Notwithstanding anything herein or in the Agreement to the contrary, in no event shall Counterparty be required to deliver an aggregate number of Shares in connection with the Early Unwind in excess of 297,149 Shares, subject to adjustment from time to time as a result of actions of Counterparty or events within Counterparty’s control and in accordance with the provisions of this Confirmation and the Equity Definitions.

Early Unwind. In the event (x) the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers for any reasonreason by 12:00 p.m. London time on November 13, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. 2018 (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties parties) or (y) the Premium Payment Date or Initial Purchasers have terminated the Purchase Agreement pursuant to Section 10 thereof (November 13, 2018, such later agreed date, or the date Dealer becomes aware that the Initial Purchasers have terminated the Purchase Agreement, as applicable, 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 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 that, unless the Early Unwind Date occurred as a result of a breach of the Purchase Agreement by Dealer, Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or of more of its affiliates for the purpose of hedging the Transaction and reimburse Dealer for any costs or expenses (including, without duplication, market losses) relating to the unwinding of its hedging activities in connection with the Transaction at (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position) less any gain for the then prevailing market priceDealer for the unwind of such hedging activity. Each Any such unwind must be performed by the Dealer in a commercially reasonable manner, it being understood that Dealer shall not increase its hedge positions after the Early Unwind Date. The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion and, upon request by Counterparty, documented to Counterparty in reasonable detail. Dealer 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 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers Underwriters for any reason, other than reason by the close of business in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment DateJuly 16, 2007 (or such later date as agreed upon by the parties parties) (the Premium Payment Date July 16, 2007 or such later date date, if any, as agreed upon being the “"Early Unwind Date”"), the this 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 JPMorgan and Counterparty Company under the Transaction 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 Counterparty Company shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares purchased by Dealer JPMorgan or one or more of its affiliates and shall, notwithstanding anything to the contrary in the Equity Definitions, reimburse JPMorgan for reasonable costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction at (including reasonable losses or costs incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by JPMorgan in good faith using its commercially reasonable discretion and shall be supported by written evidence of the then prevailing market pricesame. Each JPMorgan shall notify Company of Dealer such amount, shall provide written evidence of the same and Counterparty Company shall pay such amount in immediately available funds on the Early Unwind Date. JPMorgan and Company represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, other than reason by the close of business in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment DateMay 16, 2007 (or such later date as agreed upon by the parties parties) (the Premium Payment Date May 16, 2007 or such later date date, if any, as agreed upon being the “Early Unwind Date”), the this 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 Company under the Transaction 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 Counterparty Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates and shall, notwithstanding anything to the contrary in the Equity Definitions, reimburse Dealer for any costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction at (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Company of such amount and Company shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and Counterparty Company represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers Purchaser for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, reason or Counterparty fails to deliver to Dealer the JPMorgan opinions of counsel to Counterparty as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 p.m. (New York City time) on the Premium Payment DateFebruary 14, 2006 (or such later date as agreed upon by the parties parties) (the Premium Payment Date February 14, 2006 or such later date as agreed upon being the “Early Unwind Date”), the this 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 JPMorgan and Counterparty under the Transaction 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 Counterparty shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares purchased by Dealer JPMorgan or one or more of its affiliates and reimburse JPMorgan for any costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction at (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by JPMorgan in its sole good faith discretion. JPMorgan shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer JPMorgan and Counterparty represent represents and acknowledge acknowledges to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) additional Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, other than reason by the close of business in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment DateAugust 13, 2012 (or such later date as agreed upon by the parties parties) (the Premium Payment Date August 13, 2012 or such later date as agreed upon being the “Early Unwind Date”), the this 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 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 that, Counterparty shall purchase from reimburse Dealer on for reasonable costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by Dealer unwinding of its, or one or more of its affiliates the Hedging Party’s, Hedging Activities in connection with the Transaction (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position) unless the sale of Convertible Bonds is not consummated with the initial purchasers as a result of breach of the Purchase Agreement by the initial purchasers (in which case no such reimbursement will be payable). The amount of any such reimbursement shall be determined by Dealer in good faith and in a commercially reasonable manner. Dealer shall notify Counterparty of such amount and Counterparty shall deliver Share Termination Delivery Property or, at the then prevailing market priceelection of Counterparty, pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. Notwithstanding anything herein or in the Agreement to the contrary, in no event shall Counterparty be required to deliver an aggregate number of Shares in connection with the Early Unwind in excess of 222,861 Shares, subject to adjustment from time to time as a result of actions of Counterparty or events within Counterparty’s control and in accordance with the provisions of this Confirmation and the Equity Definitions.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, other than reason by the close of business in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment DateAugust 13, 2012 (or such later date as agreed upon by the parties parties) (the Premium Payment Date August 13, 2012 or such later date as agreed upon being the “Early Unwind Date”), the this 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 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 that, Counterparty shall purchase from reimburse Dealer on for reasonable costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by Dealer unwinding of its, or one or more of its affiliates the Hedging Party’s, Hedging Activities in connection with the Transaction (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position) unless the sale of Convertible Bonds is not consummated with the initial purchasers as a result of breach of the Purchase Agreement by the initial purchasers (in which case no such reimbursement will be payable). The amount of any such reimbursement shall be determined by Dealer in good faith and in a commercially reasonable manner. Dealer shall notify Counterparty of such amount and Counterparty shall deliver Share Termination Delivery Property or, at the then prevailing market priceelection of Counterparty, pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. Notwithstanding anything herein or in the Agreement to the contrary, in no event shall Counterparty be required to deliver an aggregate number of Shares in connection with the Early Unwind in excess of 1,931,467 Shares, subject to adjustment from time to time as a result of actions of Counterparty or events within Counterparty’s control and in accordance with the provisions of this Confirmation and the Equity Definitions.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, other than reason by the close of business in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment DateSeptember 19, 2005 (or such later date as agreed upon by the parties parties) (the Premium Payment Date September 19, 2005 or such later date as agreed upon being the “Early Unwind Date”), the this 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 JPMorgan and Counterparty Company under the Transaction 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 Counterparty Company shall purchase from Dealer on reimburse JPMorgan for any costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by Dealer or one or more unwinding of its affiliates hedging activities in connection with the Transaction at (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by JPMorgan in its sole good faith discretion. JPMorgan shall notify Company of such amount and the then prevailing market priceCompany shall pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer JPMorgan and Counterparty the Company represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers for any reason, other than in cases involving a breach of reason or the Purchase Agreement by Dealer or its affiliate, or Counterparty Company fails to deliver to Dealer the Bank opinions of counsel as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 p.m. (New York City time) on the Premium Payment DateMarch 26, 2007 (or such later date as agreed upon by the parties (the Premium Payment Date parties) March 26, 2007 or such later date as agreed upon being the “Early Unwind Date”), the this 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 Bank and Counterparty Company under the Transaction 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 Counterparty shall purchase from Dealer on that, other than to the extent the Early Unwind Date all Shares purchased occurred as a result of the breach of the Purchase Agreement by Dealer the Initial Purchasers, Company shall reimburse Bank for any costs or one or more expenses (including market losses) relating to the unwinding of its affiliates hedging activities in connection with the Transaction at (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by Bank in its sole good faith discretion. Bank shall notify Company of such amount and the then prevailing market priceCompany shall pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer Bank and Counterparty Company represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers for any reason, other than reason by the close of business in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, Date (or such later date as agreed upon by the parties parties) (the Premium Payment Date or such later date as agreed upon being the “Early Unwind Date”), the this Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and and, if Counterparty has then received the Premium from Dealer, Counterparty shall refund such Premium to Dealer, whereupon (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction 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 Counterparty shall purchase from Dealer that, except to the extent the Early Unwind Date occurred as a result of a breach of the Purchase Agreement by the Initial Purchasers, if the sale of the Convertible Notes is not consummated with the Initial Purchasers by the close of business in New York on the Early Unwind Date all Shares purchased as a result of a failure by Company to satisfy any condition to closing contained in Section 6 of the Purchase Agreement, Company 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 terminating, liquidating, obtaining or reestablishing any hedge or related trading position of Dealer or one or more of its affiliates in connection with the Transaction at Transaction). The amount of any such reimbursement shall be determined by Dealer in its good faith and commercially reasonable discretion. Dealer shall notify Company of such amount and, subject to paragraph (m) below, Company shall pay such amount in immediately available funds on the then prevailing market priceCurrency Business Day immediately following the Early Unwind Date. Each of Dealer and Counterparty Company represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.