Common use of Regulation M Clause in Contracts

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10101(b) and 102(b)(7102(b) of Regulation M. Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Company shall not, until the second Scheduled Trading Day immediately following the Effective Trade Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a the distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) up to USD $258,750,000 of Regulation M. 1.125% Convertible Senior Notes due 2024. Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10101(b) and 102(b)(7102(b) of Regulation M. Company shall not, until the second Scheduled Trading Day immediately following the Effective third Exchange Business Day immediately prior to the Premium Payment Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M (“Regulation M”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a the distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) up to USD 299,000,000 of Regulation M. 1.875% Convertible Senior Notes due June 1, 2024. Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than (i) a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. M and (ii) the distribution of up to USD 200,000,000 of Convertible Senior Notes due 2019. Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Company shall not, until the second Scheduled Trading Day immediately following the Effective Trade Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than (x) a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. M and (y) the distribution of the Company’s 1.50% Convertible Senior Notes due 2018. Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Regulation M. Company is was not on the Trade Date, and will not on the First Expiration Date be, engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Company shall did not, until from or after the second Scheduled Trading Day immediately following the Effective Date, and will not, until the last Expiration Date, as applicable, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Company shall not, until the third Scheduled Trading Day immediately following the Trade Date, engage in such a distribution, in either case, of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10101(b) and 102(b)(7102(b) of Regulation M. Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.M.

Regulation M. Company is not on the Trade Date date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M (“Regulation M”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a the distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) up to USD 230,000,000 of Regulation M. 2.25% Convertible Senior Notes due June 1, 2022. Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Company shall not, until the second Scheduled Trading Day immediately following the Effective Trade Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than (i) a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. M and (ii) the distribution of up to USD 250,000,000 principal amount of 1.75% Convertible Senior Notes due December 15, 2020. Company shall not, until the second Scheduled Trading Day immediately following the Effective Trade Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. . Company shall not, until the second Scheduled Trading Day immediately following the Effective Trade Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than (i) a distribution meeting the requirements of the exception set forth in Rules 101(b)(10101(b) and 102(b)(7102(b) of Regulation M. M and (ii) the distribution of USD 172,500,000 of 1.75% Convertible Senior Notes due June 1, 2021. Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Regulation M. The Company is was not on the Trade Date and is not on the date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules sections 101(b)(10) and 102(b)(7) of Regulation M. The Company shall not, until the second Scheduled Trading fifth Exchange Business Day immediately following the Effective Trade Date, engage in any such distribution.

Regulation M. Company is was not on the Trade Date and is not on the date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Company shall not, until the second Scheduled Trading fifth Exchange Business Day immediately following the Effective Trade Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Company shall not, until the second sixth Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Regulation M. The Company is was not on the Trade Date and is not on the date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), of any securities of Company, other than a distribution of securities meeting the requirements of the exception set forth in Rules sections 101(b)(10) and 102(b)(7) of Regulation M. The Company shall not, until the second Scheduled Trading fifth Exchange Business Day immediately following the Effective Trade Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than (i) a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. M and (ii) the distribution of the USD 300,000,000 principal amount of Convertible Senior Notes due 2014. Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. . Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than (i) a distribution meeting the requirements of the exception set forth in Rules 101(b)(10101(b) and 102(b)(7102(b) of Regulation M. M and (ii) the distribution of USD 150,000,000 of 1.75% Convertible Senior Notes due June 1, 2021. Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Regulation M. The Company is was not on the Trade Date and is not on the date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the ( “Exchange Act”” ), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules sections 101(b)(10) and 102(b)(7) of Regulation M. The Company shall not, until the second Scheduled Trading fifth Exchange Business Day immediately following the Effective Trade Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M (“Regulation M”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than (i) a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. M and (ii) the distribution of up to USD 200,00,000 of Convertible Senior Notes due 2019. Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”"EXCHANGE ACT"), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Company shall not, until the second Scheduled Trading Day immediately following the Effective Trade Date, engage in any such distribution.

Regulation M. The Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than (i) a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. M and (ii) the distribution of the Convertible Notes. The Company shall not, until the second Scheduled Trading fifth Exchange Business Day immediately following the Effective Trade Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Company shall not, until the second Scheduled Trading Day immediately following the Effective Trade Date, engage in any such distribution.

Regulation M. Company is was not on the Trade Date and is not on the date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules sections 101(b)(10) and 102(b)(7) of Regulation M. Company shall not, until the second Scheduled Trading fifth Exchange Business Day immediately following the Effective Trade Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.. {00050291;1} 11

Regulation M. Company is was not on the Trade Date and is not on the date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Company shall not, until the second Scheduled Trading fifth Exchange Business Day immediately following the Effective Trade Date, engage in any such distribution.

Regulation M. The Company is was not on the Trade Date and is not on the date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules sections 101(b)(10) and 102(b)(7) of Regulation M. The Company shall not, until the second Scheduled Trading fifth Exchange Business Day immediately following the Effective Trade Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Company shall not, until the second Scheduled Trading Day immediately following the Effective Trade Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than (i) a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. M and (ii) the distribution of the Convertible Notes. Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than (i) a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. M and (ii) the distribution of USD 155,000,000 principal amount of Convertible Senior Notes due 2015. Company shall not, until the second Scheduled Trading Day immediately following the Effective Trade Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), of any securities of Company, other than (i) a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. M and (ii) the distribution of USD 200,000,000 principal amount of Convertible Senior Notes due 2014 (the "Convertible Notes"). Company shall not, until the second Scheduled Trading Day immediately following the Effective Trade Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than (i) a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. M and (ii) the distribution of USD 175,000,000 principal amount of Convertible Senior Notes due 2015. Company shall not, until the second Scheduled Trading Day immediately following the Effective Trade Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date and will not be during the period starting on the first Expiration Date and ending on the last Expiration Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Company shall not, until the second Scheduled Trading Day immediately following the Effective Premium Payment Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than (i) a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. M and (ii) the distribution of the 0.25% Exchangeable Senior Notes due 2026. Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M (“Regulation M”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Company shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Regulation M. Company is was not on the Trade Date and is not on the date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than (i) a distribution meeting the requirements of the exception set forth in Rules sections 101(b)(10) and 102(b)(7) of Regulation M. M and (ii) the distribution of the Convertible Notes. Company shall not, until the second Scheduled Trading fifth Exchange Business Day immediately following the Effective Trade Date, engage in any such distribution.

Regulation M. Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Company shall not, until the second third Scheduled Trading Day immediately following the Effective Trade Date, engage in any such distribution.