Common use of Agreements and Acknowledgements Regarding Hedging Clause in Contracts

Agreements and Acknowledgements Regarding Hedging. Counterparty understands, acknowledges and agrees that: (A) at any time on and prior to the Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities for Dealer’s own account in order to adjust its hedge position with respect to the Transaction, (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction, (C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Relevant Prices, (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Relevant Prices, each in a manner that may be adverse to Counterparty and (E) Counterparty does not have, and shall not attempt to exercise, any influence over how, when, whether or at what price to effect such transactions, including, without limitation, the price paid or received per Share pursuant to such transactions, or whether such transactions are made on any securities exchange or privately.

Agreements and Acknowledgements Regarding Hedging. Counterparty understands, acknowledges and agrees that: (A) at any time on and prior to the Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities for Dealer’s own account in order to adjust its hedge position with respect to the Transaction, ; (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction, ; (C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Relevant Prices, “Daily VWAP” (as defined in the Indenture); (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Relevant Prices“Daily VWAP” (as defined in the Indenture), each in a manner that may be adverse to Counterparty Counterparty; and (E) Counterparty does not havethe Transaction is a derivatives transaction in which it has granted Dealer an option, and shall not attempt to exerciseDealer may purchase shares for its own account at an average price that may be greater than, any influence over how, when, whether or at what price to effect such transactions, including, without limitationless than, the price paid or received per Share pursuant to such transactions, or whether such transactions are made on any securities exchange or privatelyby Counterparty under the terms of the Transaction.

Agreements and Acknowledgements Regarding Hedging. Counterparty Company understands, acknowledges and agrees that: (A) at any time on and prior to the Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into or unwind swaps or other derivative securities for Dealer’s its own account in order to adjust its hedge position connection with respect to the Transaction, termination or amendment of the Convertible Bond Hedge Transactions; (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction, termination or amendment of the Convertible Bond Hedge Transactions; (C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer Company shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Relevant Prices, payment required under this Agreement; (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Relevant Prices, each in a manner that may be adverse to Counterparty Company and (E) Counterparty does not haveDealer may purchase or sell shares for its own account at an average price that may be greater than, and shall not attempt to exerciseor less than, any influence over how, when, whether or at what price to effect such transactions, including, without limitation, the price paid by or received per Share pursuant to such transactions, Company in connection with the termination or whether such transactions are made on any securities exchange or privatelyamendment of the Convertible Bond Hedge Transactions.

Agreements and Acknowledgements Regarding Hedging. Counterparty Company understands, acknowledges and agrees that: (A) at any time on and prior to the last Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities for Dealer’s own account in order to adjust its hedge position with respect to the Transaction, ; (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction, ; (C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Relevant Settlement Prices, ; (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Relevant Settlement Prices, each in a manner that may be adverse to Counterparty Company; and (E) Counterparty Company does not have, and shall not attempt to exercise, any influence over how, when, whether or at what price to effect such transactions, including, without limitation, the price paid or received per Share pursuant to such transactions, or whether such transactions are made on any securities exchange or privately.

Agreements and Acknowledgements Regarding Hedging. Counterparty understands, acknowledges and agrees that: (A) at any time on and prior to the Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities for Dealer’s own account in order to adjust its hedge position with respect to the Transaction, ; (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction, ; (C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Relevant Prices, Daily VWAP (as defined in the Indenture); (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Relevant PricesDaily VWAP (as defined in the Indenture), each in a manner that may be adverse to Counterparty Counterparty; and (E) Counterparty does not havethe Transaction is a derivatives transaction in which it has granted Dealer an option, and shall not attempt to exerciseDealer may purchase shares for its own account at an average price that may be greater than, any influence over how, when, whether or at what price to effect such transactions, including, without limitationless than, the price paid or received per Share pursuant to such transactions, or whether such transactions are made on any securities exchange or privatelyby Counterparty under the terms of the Transaction.

Agreements and Acknowledgements Regarding Hedging. Counterparty understands, acknowledges and agrees that: (A) at any time on and prior to the Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities for Dealer’s own account in order to adjust its hedge position with respect to the Transaction, (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction, (C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Relevant Prices, (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Relevant Prices, each in a manner that may be adverse to Counterparty Counterparty, (E) any transaction by Dealer following Counterparty’s election of a Settlement Method and the settlement method for any Convertible Note shall be made at Dealer’s sole discretion and for Dealer’s own account and (EF) Counterparty does not have, and shall not attempt to exercise, any influence over how, when, whether or at what price to effect such transactions, including, without limitation, the price paid or received per Share pursuant to such transactions, or whether such transactions are made on any securities exchange or privately.

Agreements and Acknowledgements Regarding Hedging. Counterparty Company understands, acknowledges and agrees that: (A) at any time on and prior to the last Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities for Dealer’s own account in order to adjust its hedge position with respect to the Transaction, (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction, (C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Relevant Settlement Prices, (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Relevant Settlement Prices, each in a manner that may be adverse to Counterparty Company and (E) Counterparty Company does not have, and shall not attempt to exercise, any influence over how, when, whether or at what price to effect such transactions, including, without limitation, the price paid or received per Share pursuant to such transactions, or whether such transactions are made on any securities exchange or privately.

Agreements and Acknowledgements Regarding Hedging. Counterparty Company understands, acknowledges and agrees that: (A) at any time on and prior to the Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into or unwind swaps or other derivative securities for Dealer’s its own account in order to adjust its hedge position connection with respect to the Transaction, termination or amendment of the Capped Call Confirmations; (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction, termination or amendment of the Capped Call Confirmations; (C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer Company shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Relevant Prices, payment required under this Agreement; (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Relevant Prices, each in a manner that may be adverse to Counterparty Company and (E) Counterparty does not haveDealer may purchase or sell shares for its own account at an average price that may be greater than, and shall not attempt to exerciseor less than, any influence over how, when, whether or at what price to effect such transactions, including, without limitation, the price paid by or received per Share pursuant to such transactions, Company in connection with the termination or whether such transactions are made on any securities exchange or privately.amendment of the Capped Call Confirmations. [Signature Page Follows]

Agreements and Acknowledgements Regarding Hedging. Counterparty The Company understands, acknowledges and agrees that: (A) at any time on and prior to the Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into or unwind swaps or other derivative securities for Dealer’s its own account in order to adjust its hedge position connection with respect to the Transaction, termination or amendment of the Capped Call Confirmations; (B) the Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction, termination or amendment of the Capped Call Confirmations; (C) the Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer the Company shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Relevant Prices, payment required under this Agreement; (D) any market activities of the Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Relevant Prices, each in a manner that may be adverse to Counterparty the Company and (E) Counterparty does not havethe Dealer may purchase or sell shares for its own account at an average price that may be greater than, and shall not attempt to exerciseor less than, any influence over how, when, whether or at what price to effect such transactions, including, without limitation, the price paid by or received per Share pursuant to such transactions, the Company in connection with the termination or whether such transactions are made on any securities exchange or privatelyamendment of the Capped Call Confirmations.