Common use of Repurchase Notices Clause in Contracts

Repurchase Notices. Company shall, on any day on which Company effects any repurchase of Shares, promptly give JPMorgan a written notice of such repurchase (a "Repurchase Notice") on such day if following such repurchase, the Warrants Equity Percentage as determined on such day is (i) equal to or greater than 7.5% and (ii) greater by 0.5% than the Warrants Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is the number of Shares outstanding on such day. Company agrees to indemnify and hold harmless JPMorgan and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "Indemnified Person") from and against any and all losses (including losses relating to JPMorgan's hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "insider", including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's fees), joint or several, which an Indemnified Person actually may become subject to, a result of Company's failure to provide JPMorgan with a Repurchase Notice on the day and in the manner specified in this Section 9(c), and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company in writing, and the Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this Transaction.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan Bank a written notice of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the Warrants quotient of (x) the sum of (a) the product of the Number of Options and the Option Entitlement and (b) the product of the “Number of Options” and the “Option Entitlement” (each as defined in the letter agreement between Company and Bank dated as of March 3, 2008, as amended by the letter agreement between Company and Bank dated as of March 11, 2008), divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage as determined on such day is Percentage”) would be (i) equal to or greater than 7.5% and or (ii) greater by 0.5% greater than the Warrants Option Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless JPMorgan Bank and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Bank’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's Counterparty’s failure to provide JPMorgan Bank with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Bank with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person Party at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this Transaction.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan Dealer a written notice of such repurchase (a "“Repurchase Notice"”) on such day if if, following such repurchase, the Warrants Units Equity Percentage as determined on such day is (i) equal to or greater than 7.56.0% and (ii) greater by 0.5% or more than the Warrants Units Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% or more than the Warrants Units Equity Percentage as of the date hereof). The "Warrants “Units Equity Percentage" ” as of any day is the fraction (A) the numerator of which is the product aggregate of the Applicable Percentage of the sum of (x) the Number of Warrants Shares for all Transactions hereunder, and (y) the Warrant Entitlement product of (A) the Number of Designated Repurchase Units for all Transactions hereunder, and (B) the Unit Entitlement, and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless JPMorgan Dealer and its affiliates Affiliates and their respective officers, directors, employees, affiliates, advisors, agents directors and controlling persons (each, an "a “Section 16 Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a subject to the reporting and profit disgorgement provisions of Section 16 "insider"of the Exchange Act, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this any Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's ’s fees), joint or several, to which an a Section 16 Indemnified Person actually may become subject tosubject, as a result of Company's Counterparty’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(cparagraph (p), and to reimburse, within 30 days, upon written request, each of such Section 16 Indemnified Persons Person for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the any Section 16 Indemnified Person, such Section 16 Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the such Section 16 Indemnified Person, shall retain counsel reasonably satisfactory to the such Section 16 Indemnified Person to represent the such Section 16 Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that such Section 16 Indemnified Person fails to promptly notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder; provided that failure to notify Counterparty (i) shall not relieve Counterparty from any liability hereunder to the extent it is not materially prejudiced as a result thereof and (ii) shall not, in any event, relieve Counterparty from any liability that it may have otherwise than on account of this paragraph (p). Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Section 16 Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the each Section 16 Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Section 16 Indemnified Person is or could have been a party and indemnity could have been sought hereunder by any such Section 16 Indemnified Person, unless such settlement includes an unconditional release of each such Section 16 Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to each such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this Transaction.Section 16

Repurchase Notices. Company shall, on any day on which Company effects any repurchase of Shares, promptly give JPMorgan Dealer a written notice of such repurchase (a "“Repurchase Notice"”) on such day if if, following such repurchase, the Warrants Equity Notice Percentage as determined on such day is (i) equal to or greater than 7.58% and (ii) greater by 0.5% than the Warrants Equity Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Equity Notice Percentage as of the date hereof). The "Warrants Equity “Notice Percentage" ” as of any day is the fraction (A) fraction, expressed as a percentage, the numerator of which is the product of the Number of Warrants Shares and the Warrant Entitlement and (B) the denominator of which is the number of Shares outstanding on such day. In the event that Company fails to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, then Company agrees to indemnify and hold harmless JPMorgan and Dealer, its affiliates and their respective directors, officers, directors, employees, affiliates, advisors, agents and controlling persons (each, Dealer and each such person being an "“Indemnified Person"Party”) from and against any and all losses (including losses relating to JPMorgan's Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities joint or several and expenses (including reasonable attorney's ’s fees), joint or several, to which an such Indemnified Person actually Party may become subject tounder applicable securities laws, including without limitation, Section 16 of the Exchange Act, relating to or as a result of Company's ’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons Parties for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonParty as a result of Company’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person Party shall promptly notify the Company in writing, and the Company, upon request of the Indemnified PersonParty, shall retain counsel reasonably satisfactory to the Indemnified Person Party to represent the Indemnified Person Party and any others the Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person Party from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified PersonParty, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified PersonParty, unless such settlement includes an unconditional release of such Indemnified Person Party from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified PersonParty. If for any reason the foregoing indemnification provided for in this paragraph (c) is unavailable to an any Indemnified Person Party or insufficient in respect of to hold harmless any losses, claims, damages or liabilities referred to thereinIndemnified Party, then Company under such paragraphshall, in lieu of indemnifying such Indemnified Person thereunderParty hereunder, shall contribute to the maximum extent permitted by law, to the amount paid or payable by such the Indemnified Person Party as a result of such lossesloss, claimsclaim, damages damage or liabilitiesliability. In addition, Company will reimburse any Indemnified Party for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to Company) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of Company. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person Party at law or in equity. The This indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless survive the completion of the termination Transaction contemplated by this Confirmation and any assignment and delegation of the Transaction made pursuant to this TransactionConfirmation or the Agreement shall inure to the benefit of any permitted assignee of Dealer.

Repurchase Notices. Company Counterparty or Parent shall, on at least one Scheduled Valid Day prior to any day on which Company effects Counterparty or Parent intends to effect any repurchase of Shares, promptly give JPMorgan Dealer a written notice of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the Warrants Equity Percentage number of outstanding Shares as determined on such day is (i) equal to or greater less than 7.5% and [__]43 million (ii) greater by 0.5% than the Warrants Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater notice) or (ii) thereafter more than the Warrants Equity Percentage as of the date hereof)42 Include for applicable Dealers. The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is 43 Insert the number of Shares outstanding that would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full) to increase by 0.5%. To be determined based on such dayDealer with highest Applicable Percentage. Company agrees [__]44 million less than the number of Shares included in the immediately preceding Repurchase Notice. Counterparty and Parent jointly and severally agree to indemnify and hold harmless JPMorgan Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all commercially reasonable losses (including losses relating to JPMorgan's Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider", ” (including without limitation, any forbearance from hedging activities or cessation of hedging activities activities) and any losses under or resulting from the operation of any ownership limitations contained in the Certificate of Incorporation (other than those arising as a result of breaches or inaccuracies of representation or warranties made by Dealer to Parent in connection with the Waiver) and, in each case, any commercially reasonable losses in connection therewith with respect to this the Transaction, in each case, assuming that Dealer maintains a commercially reasonable hedge position), claims, damages, judgments, liabilities and commercially reasonable and documented out-of-pocket expenses (including reasonable external attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's Counterparty’s or Parent’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day when and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable and documented out-of-pocket legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s or Parent’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify the Company Counterparty and Parent in writing, and the CompanyCounterparty and/or Parent, upon request of the Indemnified Person, shall retain one counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty and/or Parent may designate in such proceeding and shall pay the reasonable and documented out-of-pocket fees and expenses of such counsel related to such proceeding. Company Counterparty and Parent shall be relieved from liability to the extent that any Indemnified Person fails to promptly notify Counterparty and Parent of any action commenced against it in respect of which indemnity may be sought hereunder to the extent Counterparty and/or Parent are materially prejudiced as a result thereof. Counterparty and Parent shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees Counterparty and Parent jointly and severally agree to indemnify any Indemnified Person from and against any commercially reasonable loss or liability by reason of such settlement or judgment. Company Counterparty and Parent shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. Counterparty shall not be liable for any losses, claims, damages or liabilities (or expenses relating thereto) of any Indemnified Person that result from the bad faith, gross negligence, willful misconduct or fraud of such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty and Parent hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute contribute, jointly and severally, to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (cb) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity; provided that in no event shall Counterparty be responsible hereunder for any fees and expenses of more than one counsel (in addition to any local counsel) for all Indemnified Persons in connection with any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand in the same jurisdiction. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction.

Repurchase Notices. Company shall, on any day on which Company effects Counterparty shall give Wachovia a written notice (a “Repurchase Notice”) at least ten Exchange Business Days prior to effecting any repurchase of SharesShares if, promptly give JPMorgan a written notice of such repurchase (a "Repurchase Notice") on such day if following after giving effect to such repurchase, the Warrants Equity Percentage as determined on such day is quotient of (ix) equal to or greater than 7.5% and (ii) greater by 0.5% than the Warrants Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of (a) the Number of Warrants and the Warrant Entitlement Options and (Bb) the denominator Option Entitlement divided by (y) the number of which is Parent’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage") would be greater than 8%. Such Repurchase Notice shall set forth the number of Shares to be outstanding on after giving effect to the relevant Share repurchase. In connection with the delivery of any Repurchase Notice to Wachovia, (x) Parent shall, concurrently with or prior to such daydelivery, publicly announce and disclose the relevant repurchase or (y) Parent shall, concurrently with such delivery, represent and warrant that the information set forth in such Repurchase Notice does not constitute material non-public information with respect to Parent. Company agrees Counterparty and Parent jointly and severally agree to indemnify and hold harmless JPMorgan Wachovia and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Section 9(c) Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Wachovia’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's ’s fees), joint or several, which an a Section 9(c) Indemnified Person actually may become subject to, as a result of Company's Parent’s failure to provide JPMorgan Wachovia with a Repurchase Notice on the day and in the manner specified in this Section 9(c), and to reimburse, within 30 days, upon written request, each of such Section 9(c) Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Section 9(c) Indemnified PersonPerson as a result of Parent’s failure to provide Wachovia with a Repurchase Notice in accordance with this Section 9(c), such Section 9(c) Indemnified Person shall promptly notify the Company Counterparty and Parent, in writing, and the CompanyCounterparty or Parent, upon request of the Section 9(c) Indemnified Person, shall retain counsel reasonably satisfactory to the Section 9(c) Indemnified Person to represent the Section 9(c) Indemnified Person and any others the Company Counterparty or Parent, as applicable, may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Neither Counterparty nor Parent shall not be liable for any settlement of any proceeding contemplated by this Section 9(c) that is effected without its such party’s written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees Counterparty and Parent jointly and severally agree to indemnify any Section 9(c) Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall notNeither Counterparty nor Parent shall, without the prior written consent of the Section 9(c) Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this Section 9(c) that is in respect of which any Section 9(c) Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Section 9(c) Indemnified Person, unless such settlement includes an unconditional release of such Section 9(c) Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this Transaction.Section 9(c)

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan provide Dealer with a written notice of such repurchase (a "“Repurchase Notice"”) on such day if if, following such repurchase, the Warrants Warrant Equity Percentage (as determined on such day defined below) is (ia) equal to or greater than 7.54.5% and (iib) greater by 0.5% or more than the Warrants Warrant Equity Percentage included set forth in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% or more than the Warrants Warrant Equity Percentage as of the date hereof). The "Warrants “Warrant Equity Percentage" ” as of any day is the fraction fraction, expressed as a percentage, of (A1) the numerator of which is the sum of (A) the product of the Number of Warrants and the Warrant Entitlement and (B) the number of Shares underlying any other warrant transaction between Counterparty as seller and Dealer as buyer and (2) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless JPMorgan Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons person (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Dealer’s hedging activities as a consequence of becoming, or becoming an “insider” as defined under Section 16 of the risk of becoming, a Section 16 "insider"Exchange Act, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities and reasonable expenses (including reasonable attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's Counterparty’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(c)herein, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred (and supported by invoices or other documentation setting forth in reasonable detail such expenses) in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any such suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that the Indemnified Person fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder; provided that failure to notify Counterparty (x) shall not relieve Counterparty from any liability hereunder to the extent it is not prejudiced as a result thereof and (y) shall not, in any event, relieve Counterparty from any liability that it may have otherwise than on account of this indemnity agreement. Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any such proceeding contemplated by this paragraph that is pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan Bank a written notice of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the Warrants Warrant Equity Percentage as determined on such day is (i) equal to or greater than [Barclays PLC - 7.5% and %; Citibank, N.A. - 4%; JPMorgan Chase Bank, National Association - 4%] or (ii) greater by 0.5% than the Warrants Warrant Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Warrant Equity Percentage as of the date hereofTrade Date). The "Warrants “Warrant Equity Percentage" ” as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless JPMorgan Bank and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Bank’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's Counterparty’s failure to provide JPMorgan Bank with a Repurchase Notice on the day and in the manner specified in this Section 9(c), and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoingparagraph. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson in respect of the foregoing, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan provide Dealer with a written notice of such repurchase (a "“Repurchase Notice"”) on such day if if, following such repurchase, the Warrants Unit Equity Percentage as determined on such day is (ia) equal to or greater than 7.54.5% and (iib) greater by 0.5% or more than the Warrants Unit Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% or more than the Warrants Unit Equity Percentage as of the date hereof). The "Warrants “Unit Equity Percentage" ” as of any day is the fraction fraction, expressed as a percentage, (Ai) the numerator of which is the sum of (A) the product of the Number Applicable Percentage, the number of Warrants Note Hedging Units and the Warrant Note Hedging Unit Entitlement and (B) the number of Shares underlying any other call option transaction between Dealer as seller and Counterparty as buyer, and (ii) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless JPMorgan Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "a “Section 16 Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, becoming a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this the Transaction), claims, damages, judgments, liabilities and reasonable expenses (including reasonable attorney's ’s fees), joint or several, to which an a Section 16 Indemnified Person actually may become subject tosubject, as a result of Company's Counterparty’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Section 16 Indemnified Persons for any reasonable legal or other expenses incurred (and supported by invoices or other documentation setting forth in reasonable detail such expenses) in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any such suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Section 16 Indemnified Person, such Section 16 Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Section 16 Indemnified Person, shall retain counsel reasonably satisfactory to the Section 16 Indemnified Person to represent the Section 16 Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that any Section 16 Indemnified Person fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder; provided that failure to notify Counterparty (x) shall not relieve Counterparty from any liability hereunder to the extent it is not prejudiced as a result thereof and (y) shall not, in any event, relieve Counterparty from any liability that it may have otherwise than on account of this indemnity agreement. Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Section 16 Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Section 16 Indemnified Person, effect any settlement of any such proceeding contemplated by this paragraph that is pending or threatened proceeding in respect of which any Section 16 Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Section 16 Indemnified Person, unless such settlement includes an unconditional release of such Section 16 Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Section 16 Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an a Section 16 Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty, in lieu of indemnifying such Section 16 Indemnified Person thereunder, shall contribute to the amount paid or payable by such Section 16 Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which that may otherwise be available to any Section 16 Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan Dealer a written notice (which, for the avoidance of doubt may be by email) of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the Warrants Equity Percentage number of outstanding Shares as determined on such day is (i) equal less than [__]39 37 Include for applicable Dealers. 38 Include for applicable Dealers. 39 Insert the number of Shares outstanding that would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to or greater than 7.5% and (ii) greater increase by 0.5% than the Warrants Equity Percentage included in the immediately preceding Repurchase Notice %. To be based on Dealer with highest Applicable Percentage. million (or, in the case of the first such Repurchase Notice, greater notice) or (ii) thereafter more than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is [__]40 million less than the number of Shares outstanding included in the immediately preceding Repurchase Notice; provided that, with respect to any repurchase of Shares pursuant to a plan under Rule 10b5-1 under the Exchange Act (as defined below), Counterparty may elect to satisfy such requirement by promptly giving Dealer written notice of entry into such plan, the maximum number of Shares that may be purchased thereunder and the approximate dates or periods during which such repurchases may occur (with such maximum number of Shares deemed repurchased on the date of such daynotice for purposes of this Section 9(b)). Company Counterparty agrees to indemnify and hold harmless JPMorgan Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable attorney's fees’s fees of one outside counsel in each relevant jurisdiction), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's Counterparty’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. Counterparty shall not be liable for any losses, claims, damages or liabilities (or expenses relating thereto) of any Indemnified Person that results from the bad faith, gross negligence, willful misconduct or fraud of an Indemnified Person (in each case, as conclusively determined by a court of competent jurisdiction in a final and non-appealable judgment). If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (cb) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction.

Repurchase Notices. Company shall, on any day on which Company effects any repurchase of Shares, promptly give JPMorgan a written notice of such repurchase (a "“Repurchase Notice"” ) on such day if following such repurchase, the Warrants Equity Percentage as determined on such day is (i) equal to or greater than 7.58.0% and (ii) greater by 0.5% than the Warrants Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Equity Percentage as of the date hereof). The "“Warrants Equity Percentage" ” as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is the number of Shares outstanding on such day. Company agrees to indemnify and hold harmless JPMorgan and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"” ) from and against any and all losses (including losses relating to JPMorgan's ’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, a result of Company's ’s failure to provide JPMorgan with a Repurchase Notice on the day and in the manner specified in this Section 9(c), and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company in writing, and the Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCompany, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this Transaction.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan Dealer a written notice of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the Warrants Equity Notice Percentage as determined on such day is would reasonably be expected to be (i) equal to or greater than 7.5[_____]% and (ii) greater by 0.5% than the Warrants Equity Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Equity Notice Percentage as of the date hereof). The "Warrants Equity “Notice Percentage" ” as of any day is the fraction (A) fraction, expressed as a percentage, the numerator of which is the product of the Number of Warrants Shares and the Warrant Entitlement and (B) the denominator of which is the number of Shares outstanding on such day. Company In the event that Counterparty fails to provide Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(b) then Counterparty agrees to indemnify and hold harmless JPMorgan Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable attorney's fees’s fees of one outside counsel in each relevant jurisdiction), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's Counterparty’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other out-of-pocket expenses incurred (and supported by invoices or other documentation setting forth in reasonable detail such expenses) in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable to the extent that the Indemnified Person fails to notify Counterparty within a commercially reasonable period of time after any action is commenced against it in respect of which indemnity may be sought hereunder (it being understood that any such notice delivered within 30 calendar days of the commencement of any such action shall be deemed to have been delivered within a commercially reasonable period of time for such purpose). In addition, Counterparty shall not have liability for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any such proceeding contemplated by this paragraph that is pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. Counterparty shall not be liable for any losses, claims, damages or liabilities (or expenses relating thereto) of any Indemnified Person that result from the bad faith, gross negligence, willful misconduct or fraud of such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (cb) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction.

Repurchase Notices. The Company shall, on any day on which the Company effects any repurchase of Shares, promptly give JPMorgan Bank a written notice of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of the Company’s outstanding Shares (such quotient expressed as a percentage, the “Warrant Equity Percentage as determined on such day is Percentage”) would be (i) equal to or greater than 7.56.0% and or (ii) greater by 0.5% greater than the Warrants Warrant Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is the number of Shares outstanding on such day. Company agrees to indemnify and hold harmless JPMorgan Bank and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Bank’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, a result of Company's ’s failure to provide JPMorgan Bank with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company in writing, and the Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. The Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this Transaction.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan Dealer a written notice (which, for the avoidance of doubt may be by email) of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the Warrants Equity Percentage number of outstanding Shares as determined on such day is (i) equal to or greater less than 7.5% and (ii) greater by 0.5% than [__]44 43 Include for applicable Dealers. 44 Insert the Warrants Equity Percentage included number of Shares outstanding that would cause Dealer’s current position in the immediately preceding Repurchase Notice Shares underlying the Transaction (orincluding the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by [0.5]%. To be based on Dealer with highest Applicable Percentage. million (in the case of the first such Repurchase Notice, greater notice) or (ii) thereafter more than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is [__]45 million less than the number of Shares outstanding included in the immediately preceding Repurchase Notice; provided that, with respect to any repurchase of Shares pursuant to a plan under Rule 10b5-1 under the Exchange Act (as defined below), Counterparty may elect to satisfy such requirement by promptly giving Dealer written notice of entry into such plan, the maximum number of Shares that may be purchased thereunder and the approximate dates or periods during which such repurchases may occur (with such maximum number of Shares deemed repurchased on the date of such daynotice for purposes of this Section 9(b)). Company Counterparty agrees to indemnify and hold harmless JPMorgan Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's Counterparty’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other reasonable and documented out-of-pocket expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (cb) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan Dealer a written notice (which, for the avoidance of doubt may be by email) of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the Warrants Equity Percentage number of outstanding Shares as determined on such day is (i) equal to or greater less than 7.5% and [__]43 million (ii) greater by 0.5% than the Warrants Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater notice) or (ii) thereafter more than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is [__]44 million less than the number of Shares outstanding included in the immediately preceding Repurchase Notice; provided that, with respect to any repurchase of Shares pursuant to a plan under Rule 10b5-1 under the Exchange Act (as defined below), Counterparty may elect to satisfy such requirement by promptly giving Dealer written notice of entry into such plan, the maximum number of Shares that may be purchased thereunder and the approximate dates or periods during which such repurchases may occur (with such maximum number of Shares deemed repurchased on the date of such daynotice for purposes of this Section 9(b)). Company Counterparty agrees to indemnify and hold harmless JPMorgan Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's Counterparty’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (cb) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction. 43 Include for applicable Dealers. 44 Insert the number of Shares outstanding that would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by [0.5]%. To be based on Dealer with highest Applicable Percentage. 45 Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by a further [0.5]% from the threshold for the first Repurchase Notice. To be based on Dealer with highest Applicable Percentage.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan provide Citi with a written notice of such repurchase (a "“Repurchase Notice"”) on such day if if, following such repurchase, the Warrants Warrant Equity Percentage (as determined on such day defined below) is (i) equal to or greater than 7.5% and (ii) greater by 0.5% or more than the Warrants Warrant Equity Percentage included set forth in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% or more than the Warrants Warrant Equity Percentage as of the date hereof). The "Warrants “Warrant Equity Percentage" ” as of any day is the fraction fraction, expressed as a percentage, of (A1) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement Warrants, and (B2) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless JPMorgan Citi and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons person (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Citi’s hedging activities as a consequence of becoming, or of the risk of becoming, a an “insider” as defined under Section 16 "insider"of the Exchange Act, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities and expenses expense (including reasonable attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's Counterparty’s failure to provide JPMorgan Citi with a Repurchase Notice on the day and in the manner specified in this Section 9(c)herein, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that the Indemnified Person fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder; provided that failure to notify Counterparty (x) shall not relieve Counterparty from any liability hereunder to the extent it is not materially prejudiced as a result thereof and (y) shall not, in any event, relieve Counterparty from any liability that it may have otherwise than on account of this indemnity agreement. Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction.

Repurchase Notices. Company If at any time Counterparty ceases to qualify as a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act or the Shares otherwise become subject to Section 16 of the Exchange Act, Counterparty shall, on or prior to the date one Scheduled Trading Day immediately following any day date on which Company effects Counterparty has effected any repurchase of Shares, promptly give JPMorgan Dealer a written notice of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the Warrants Equity Percentage number of outstanding Shares as determined on such day is (i) equal to or greater less than 7.5% and [__]26 million (ii) greater by 0.5% than the Warrants Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater notice) or (ii) thereafter more than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is [__]27 million less than the number of Shares outstanding included in the immediately preceding Repurchase Notice; provided that, with respect to any repurchase of Shares pursuant to a plan under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Counterparty may elect to satisfy such requirement by promptly giving Dealer written notice of the entry into such plan, the maximum number of Shares that may be repurchased thereunder and the approximate dates or periods during which such repurchases may occur (with such maximum number of Shares deemed repurchased on the date of such daynotice for purposes of this Section 9(b)). Company Counterparty agrees that, if Counterparty ceases to qualify as a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act or the Shares otherwise become subject to the requirements of Section 16 of the Exchange Act, Counterparty will indemnify and hold harmless JPMorgan Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this the Transaction), claims, damages, judgments, liabilities and reasonable expenses (including reasonable attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, in each case, as a result of Company's Counterparty’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (cb) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction. 26 Insert the number of Shares outstanding that would cause the current position in the Shares underlying the Transaction of the Dealer with the highest Applicable Percentage (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full) to increase by 0.5%. 27 Insert the number of Shares that, if repurchased, would cause the current position in the Shares underlying the Transaction of the Dealer with the highest Applicable Percentage (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full) to increase by a further 0.5% from the threshold for the first Repurchase Notice.

Repurchase Notices. The Company shall, on any day on which the Company effects any repurchase of Shares, promptly give JPMorgan Bank a written notice of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the Warrants quotient of (x) the [Number of Shares] [the sum of the Number of Shares for the Transaction[[, the Number of Shares for the issuer warrant transaction between the parties evidenced by the confirmation dated March 20, 2007] and the Number of Shares for the issuer warrant transaction between the parties evidenced by the confirmation dated May 12, 2008] divided by (y) the number of the Company’s outstanding Shares (such quotient expressed as a percentage, the “Warrant Equity Percentage as determined on such day is Percentage”) would be (i) equal to or greater than 7.5% and [Citibank, N.A. – 8.00%; Barclays Bank PLC – 6.5%; Deutsche Bank AG London – 6.5%; Wachovia Capital Markets LLC – 2.2%; JPMorgan Chase Bank, National Association – 1.4%] or (ii) greater by 0.5% greater than the Warrants Warrant Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is the number of Shares outstanding on such day. Company agrees to indemnify and hold harmless JPMorgan Bank and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Bank’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of the Company's ’s failure to provide JPMorgan Bank with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company in writing, and the Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. The Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. The Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan Dealer a written notice of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the Warrants Equity Percentage number of outstanding Shares as determined on such day is (i) equal to or greater less than 7.5% and [__]12 million (ii) greater by 0.5% than the Warrants Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater notice) or (ii) thereafter more than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is [__]13 million less than the number of Shares outstanding included in the immediately preceding Repurchase Notice; provided that Counterparty may provide Dealer advance notice on or prior to any such day to the extent it expects that repurchases effected on such dayday may result in an obligation to deliver a Repurchase Notice (and in such case, any such advance notice shall be deemed a Repurchase Notice to the maximum extent of repurchases set forth in such advance notice as if Counterparty had executed such repurchases); provided, further, that, with respect to any repurchase of Shares pursuant to a plan under Rule 10b5-1 under the Exchange Act (as defined below), Counterparty may elect to satisfy such requirement by promptly giving Dealer written notice of entry into such plan, the maximum number of Shares that may be purchased thereunder and the approximate dates or periods during which such repurchases may occur (with such maximum number of Shares deemed repurchased on the date of such notice for purposes of this Section 10(b)); provided further that, if such repurchase, or the intention to effect the same, would constitute material non-public information with respect to Counterparty or the Shares, Counterparty shall make public disclosure thereof at or prior to delivery of such Repurchase Notice. Company Counterparty agrees to indemnify and hold harmless JPMorgan Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable attorney's fees’s fees of one outside counsel in each relevant jurisdiction), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's Counterparty’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other out-of-pocket expenses incurred (and supported by invoices or other documentation setting forth in reasonable detail such expenses) in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company in writing, and the Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this Transaction.regulatory

Repurchase Notices. Company shall, on On any day on which Company Counterparty effects any repurchase repurchases of Shares, Counterparty shall promptly give JPMorgan provide ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ with a written notice of such repurchase (a "Repurchase Notice") on such day if following such repurchase, the Warrants Warrant Equity Percentage (as determined on such day defined below) is (ia) equal to or greater than 7.56.0% and (iib) greater by 0.5% than the Warrants Warrant Equity Percentage included set forth in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Warrant Equity Percentage as of the date hereof). The "Warrants Warrant Equity Percentage" Percentage as of any day is the fraction of (A1) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement Warrants, and (B2) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless JPMorgan ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons person (each, an "Indemnified Person") from and against any and all losses (including losses relating to JPMorgan's ▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ hedging activities as a consequence of becoming, or of the risk of becoming, a an "insider" as defined under Section 16 "insider"of the Exchange Act, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities and expenses expense (including reasonable attorney's fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty's failure to provide JPMorgan ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ with a Repurchase Notice on the day and in the manner specified in this Section 9(c)herein, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that the Indemnified Person fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder; provided, that failure to notify Counterparty (x) shall not relieve Counterparty from any liability hereunder to the extent it is not materially prejudiced as a result thereof and (y) shall not, in any event, relieve Counterparty from any liability that it may have otherwise than on account of this indemnity agreement. Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction.

Repurchase Notices. Company Counterparty shall, on any day on which Company effects at least 10 Scheduled Trading Days prior to effecting any repurchase of Shares or consummating or otherwise executing or engaging in any transaction or event, other than a stock split or stock dividend (a “Adjustment Event”), that would lead to an increase in the Number of Shares, promptly give JPMorgan Dealer a written notice of such repurchase or Adjustment Event (a "“Repurchase Notice"”) on such day if if, following such repurchaserepurchase or Adjustment Event, the Warrants Equity Notice Percentage as determined on the date of such day Repurchase Notice is (i) equal to or greater than 7.5% [ ]%3 and (ii) in the case of any Repurchase Notice other than the first Repurchase Notice, greater by 0.5% or more than the Warrants Equity Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity “Notice Percentage" ” as of any day is the fraction (A) fraction, expressed as a percentage, the numerator of which is the product sum of (x) the Number of Warrants and Shares for the Warrant Entitlement Transaction and (By) the Number of Shares for [ ]4, and the denominator of which is the number of Shares outstanding on such day. Company agrees to indemnify and hold harmless JPMorgan and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "Indemnified Person") from and against any and all losses (including losses relating to JPMorgan's hedging activities as a consequence of becoming, or of In the risk of becoming, a Section 16 "insider", including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's fees), joint or several, which an Indemnified Person actually may become subject to, a result of Company's failure event that Counterparty fails to provide JPMorgan Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(c), and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company in writing, and the Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company 8(b) then Counterparty agrees to indemnify any and hold harmless Dealer, its affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an “Indemnified Person Party”) from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages and liabilities (or liabilities referred actions in respect thereof), joint or several, to thereinwhich such Indemnified Party may become subject under applicable securities laws, including without limitation, Section 16 of the Exchange Act, relating to or arising out of such failure. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then Company under such paragraphCounterparty shall contribute, in lieu of indemnifying such Indemnified Person thereunderto the maximum extent permitted by law, shall contribute to the amount paid or payable by such the Indemnified Person Party as a result of such lossesloss, claimsclaim, damages damage or liabilitiesliability. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to In addition, Counterparty will reimburse any Indemnified Person at law Party for all expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to Counterparty) in connection with the investigation of, preparation for or in equitydefense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of Counterparty. The This indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless survive the completion of the termination Transaction contemplated by this Confirmation and any assignment and delegation of the Transaction made pursuant to this TransactionConfirmation or the Agreement shall inure to the benefit of any permitted assignee of Dealer.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan provide Société Générale with a written notice of such repurchase (a "“Repurchase Notice"”) on such day if if, following such repurchase, the Warrants Warrant Equity Percentage (as determined on such day defined below) is (ia) equal to or greater than 7.54.5% and (iib) greater by 0.5% or more than the Warrants Warrant Equity Percentage included set forth in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% or more than the Warrants Warrant Equity Percentage as of the date hereof). The "Warrants “Warrant Equity Percentage" ” as of any day is the fraction fraction, expressed as a percentage, of (A1) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement Warrants, and (B2) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless JPMorgan Société Générale and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons person (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Société Générale’s hedging activities as a consequence of becoming, or of the risk of becoming, a an “insider” as defined under Section 16 "insider"of the Exchange Act, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities and expenses expense (including reasonable attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's Counterparty’s failure to provide JPMorgan Société Générale with a Repurchase Notice on the day and in the manner specified in this Section 9(c)herein, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that the Indemnified Person fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder; provided that failure to notify Counterparty (x) shall not relieve Counterparty from any liability hereunder to the extent it is not materially prejudiced as a result thereof and (y) shall not, in any event, relieve Counterparty from any liability that it may have otherwise than on account of this indemnity agreement. Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which that may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan Dealer a written notice of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the Warrants Equity Percentage number of outstanding Shares as determined on such day is (i) equal to or greater less than 7.5% and 40.6 million (ii) greater by 0.5% than the Warrants Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater notice) or (ii) thereafter more than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is 2.9 million less than the number of Shares outstanding included in the immediately preceding Repurchase Notice; provided that Counterparty may provide Dealer advance notice on or prior to any such day, which may include the maximum number of Shares that may be repurchased under a repurchase program entered into in reliance or Rule 10b5-1(c) and the approximate period in which such purchases may occur, to the extent it expects that repurchases effected on such dayday may result in an obligation to deliver a Repurchase Notice (and in such case, any such advance notice shall be deemed a Repurchase Notice to the maximum extent of repurchases set forth in such advance notice as if Counterparty had executed such repurchases); provided further that, if such repurchase, or the intention to effect the same, would constitute material non-public information with respect to Counterparty or the Shares, Counterparty shall make public disclosure thereof at or prior to delivery of such Repurchase Notice. Company Counterparty agrees to indemnify and hold harmless JPMorgan Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable attorney's fees’s fees of one outside counsel in each relevant jurisdiction), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's Counterparty’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other out-of-pocket expenses incurred (and supported by invoices or other documentation setting forth in reasonable detail such expenses) in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable to the extent that the Indemnified Person fails to notify Counterparty within a commercially reasonable period of time after any action is commenced against it in respect of which indemnity may be sought hereunder (it being understood that any such notice delivered within 30 calendar days of the commencement of any such action shall be deemed to have been delivered within a commercially reasonable period of time for such purpose), but only to the extent that Counterparty is materially prejudiced by such failure to provide such notice. In addition, Counterparty shall not have liability for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided Counterparty shall not be liable for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this Transaction.

Repurchase Notices. Company shall, on any day on which Company effects any repurchase of Shares, promptly give JPMorgan Dealer a written notice of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company’s outstanding Shares (such quotient expressed as a percentage, the “Warrant Equity Percentage as determined on such day is Percentage”) would be (i) equal to or greater than 7.56.0% and or (ii) greater by 0.5% greater than the Warrants Warrant Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is the number of Shares outstanding on such day. Company agrees to indemnify and hold harmless JPMorgan Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's ’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company in writing, and the Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this Transaction.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan Dealer a written notice of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the Warrants Equity Percentage number of outstanding Shares as determined on such day is (i) equal to or greater less than 7.5% and [__] million (ii) greater by 0.5% than the Warrants Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater notice) or (ii) thereafter more than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is [__] million less than the number of Shares outstanding included in the immediately preceding Repurchase Notice; provided that Counterparty may provide Dealer advance notice on or prior to any such day to the extent it expects that repurchases effected on such dayday may result in an obligation to deliver a Repurchase Notice (and in such case, any such advance notice shall be deemed a Repurchase Notice to the maximum extent of repurchases set forth in such advance notice as if Counterparty had executed such repurchases); and provided further that, with respect to any repurchase of Shares pursuant to a plan under Rule 10b5-1 under the Exchange Act (as defined below), Counterparty may elect to satisfy such requirement by promptly giving Dealer written notice of entry into such plan, the maximum number of Shares that may be purchased thereunder and the approximate dates or periods during which such repurchases may occur (with such maximum number of Shares deemed repurchased on the date of such notice for purposes of this Section 10(b)); and provided further that, if such repurchase, or the intention to effect the same, would constitute material non-public information with respect to Counterparty or the Shares, Counterparty shall make public disclosure thereof at or prior to delivery (or deemed delivery) of such Repurchase Notice. Company Counterparty agrees to indemnify and hold harmless JPMorgan Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable attorney's fees’s fees of one outside counsel in each relevant jurisdiction), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's Counterparty’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other out-of-pocket expenses incurred (and supported by invoices or other documentation setting forth in reasonable detail such expenses) in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable to the extent that the Indemnified Person fails to notify Counterparty within a commercially reasonable period of time after any action is commenced against it in respect of which indemnity may be sought hereunder. In addition, Counterparty shall not have liability for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. Counterparty shall not be liable for any losses, claims, damages or liabilities (or expenses relating thereto) of any Indemnified Person that result from the bad faith, gross negligence, willful misconduct or fraud of such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (cb) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan Dealer a written notice of such repurchase (a "“Repurchase Notice"”) on such day if if, following such repurchase, the Warrants Units Equity Percentage as determined on such day is (i) equal to or greater than 7.56.0% and (ii) greater by 0.5% or more than the Warrants Units Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% or more than the Warrants Units Equity Percentage as of the date hereof). The "Warrants “Units Equity Percentage" ” as of any day is the fraction (A) the numerator of which is the product aggregate of the Applicable Percentage of the sum of (x) the Number of Warrants Shares for all Transactions hereunder, and (y) the Warrant Entitlement product of (A) the Number of Designated Repurchase Units for all Transactions hereunder, and (B) the Unit Entitlement, and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless JPMorgan Dealer and its affiliates Affiliates and their respective officers, directors, employees, affiliates, advisors, agents directors and controlling persons (each, an "a “Section 16 Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a subject to the reporting and profit disgorgement provisions of Section 16 "insider"of the Exchange Act, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this any Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's ’s fees), joint or several, to which an a Section 16 Indemnified Person actually may become subject tosubject, as a result of Company's Counterparty’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(cparagraph (p), and to reimburse, within 30 days, upon written request, each of such Section 16 Indemnified Persons Person for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company in writing, and the Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this Transaction.Section 16

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan Dealer a written notice of such repurchase (a "“Repurchase Notice"”) on such day if if, following such repurchase, the Warrants Options Equity Percentage as determined on such day is (i) equal to or greater than 7.56% and (ii) greater by 0.5% than the Warrants Options Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Options Equity Percentage as of the date hereof). The "Warrants “Options Equity Percentage" ” as of any day is the fraction (A) the numerator of which is the product sum of (A) the Number of Warrants Shares hereunder and (B) the Warrant Entitlement Number of Shares for the Convertible Note Hedge Transaction between Counterparty and Dealer relating to the USD 250,000,000 principal amount of Convertible Senior Notes due December 15, 2011 (the “Aggregate Transaction Amount”) and (B) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless JPMorgan Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's Counterparty’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(c9(b), and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Personproceeding. If the indemnification provided for in this paragraph (cb) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company Counterparty under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (cb) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (cb) shall remain operative and in full force and effect regardless of the termination of this the Transaction.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan Dealer a written notice (which, for the avoidance of doubt may be by email) of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the Warrants Equity Percentage number of outstanding Shares as determined on such day is (i) equal to or greater less than 7.5% and [__]million (ii) greater by 0.5% than the Warrants Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater notice) or (ii) thereafter more than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is [__]million less than the number of Shares outstanding included in the immediately preceding Repurchase Notice; provided that, with respect to any repurchase of Shares pursuant to a plan under Rule 10b5-1 under the Exchange Act (as defined below), Counterparty may elect to satisfy such requirement by promptly giving Dealer written notice of entry into such plan, the maximum number of Shares that may be purchased thereunder and the approximate dates or periods during which such repurchases may occur (with such maximum number of Shares deemed repurchased on the date of such daynotice for purposes of this Section 9(b)). Company Counterparty agrees to indemnify and hold harmless JPMorgan Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's Counterparty’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (cb) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan Citibank a written notice of such repurchase (a "Repurchase Notice") on such day if following such repurchase, the Warrants Unit Equity Percentage as determined on such day is (ia) equal to or greater than 7.56.0% and (iib) greater by 0.5% than the Warrants Unit Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Unit Equity Percentage as of the date hereof). The "Warrants Unit Equity Percentage" as of any day is the fraction (Ai) the numerator of which is the product of the Number Applicable Percentage, the number of Warrants Note Hedging Units and the Warrant Entitlement Note Hedging Unit Entitlement, and (Bii) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless JPMorgan Citibank and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an a "Section 16 Indemnified Person") from and against any and all losses (including losses relating to JPMorganCitibank's hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "insider", including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's fees), joint or several, to which an a Section 16 Indemnified Person actually may become subject tosubject, as a result of CompanyCounterparty's failure to provide JPMorgan Citibank with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Section 16 Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Section 16 Indemnified Person, such Section 16 Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Section 16 Indemnified Person, shall retain counsel reasonably satisfactory to the Section 16 Indemnified Person to represent the Section 16 Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that the Section 16 Indemnified Person fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder; provided, that failure to notify Counterparty (x) shall not relieve Counterparty from any liability hereunder to the extent it is not materially prejudiced as a result thereof and (y) shall not, in any event, relieve Counterparty from any liability that it may have otherwise than on account of this indemnity agreement. Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Section 16 Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Section 16 Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Section 16 Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Section 16 Indemnified Person, unless such settlement includes an unconditional release of such Section 16 Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Section 16 Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an a Section 16 Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty, in lieu of indemnifying such Section 16 Indemnified Person thereunder, shall contribute to the amount paid or payable by such Section 16 Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which that may otherwise be available to any Section 16 Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of the Transaction. Alternative Calculations and Citibank Payment on Early Termination and on Certain Extraordinary Events. If Citibank owes Counterparty any amount in connection with the Transaction pursuant to Sections 12.2, 12.3 (and "Consequences of Merger Events" above), 12.6, 12.7 or 12.9 of the Equity Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cash) or pursuant to Section 6(d)(ii) of the Agreement (except in the case of an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, other than (x) an Event of Default of the type described in Section 5(a)(iii), (v), (vi) or (vii) of the Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), (v) or (vi) of the Agreement that in the case of either (x) or (y) resulted from an event or events outside Counterparty's control) (a "Citibank Payment Obligation"), Counterparty shall have the right, in its sole discretion, to require Citibank to satisfy any such Citibank Payment Obligation by delivery of Termination Delivery Units (as defined below) by giving irrevocable telephonic notice to Citibank, confirmed in writing within one Scheduled Trading Day, between the hours of 9:00 a.m. and 4:00 p.m. New York time on the Early Termination Date or other date the transaction is terminated, as applicable ("Notice of Citibank Termination Delivery"). Within a commercially reasonable period of time following receipt of a Notice of Citibank Termination Delivery, Citibank shall deliver to Counterparty a number of Termination Delivery Units having a cash value equal to the amount of such Citibank Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent as the number of whole Termination Delivery Units that could be purchased over a commercially reasonable period of time with the cash equivalent of such payment obligation). If the provisions set forth in this Transactionparagraph are applicable, the provisions of Sections 9.8, 9.9, 9.10, 9.11 (modified as described above) and 9.12 of the Equity Definitions shall be applicable, except that all references to "Shares" shall be read as references to "Termination Delivery Units." It is understood and agreed that notwithstanding anything to the contrary in the Equity Definitions or the Agreement, Counterparty shall have no obligation hereunder or under the Agreement to make any delivery or payment to Citibank in connection with any Early Termination Date.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan Dealer a written notice (which, for the avoidance of doubt may be by email) of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the Warrants Equity Percentage number of outstanding Shares as determined on such day is (i) equal to or greater less than 7.5% and [•]16 million (ii) greater by 0.5% than the Warrants Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater notice) or (ii) thereafter more than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is [•]17 million less than the number of Shares outstanding included in the immediately preceding Repurchase Notice; provided that, with respect to any repurchase of Shares pursuant to a plan under Rule 10b5-1 under the Exchange Act (as defined below), Counterparty may elect to satisfy such requirement by promptly giving Dealer written notice of entry into such plan, the maximum number of Shares that may be purchased thereunder and the approximate dates or periods during which such repurchases may occur (with such maximum number of Shares deemed repurchased on the date of such daynotice for purposes of this Section 9(b)). Company Counterparty agrees to indemnify and hold harmless JPMorgan Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this the Transaction), claims, damages, judgments, liabilities and reasonable and documented out-of-pocket expenses (including reasonable attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's Counterparty’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this 16 Insert the number of Shares outstanding that would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by 0.5%. To be based on Dealer with highest Applicable Percentage. 17 Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with Counterparty) to increase by a further 0.5% from the threshold for the first Repurchase Notice. To be based on Dealer with highest Applicable Percentage. paragraph, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (cb) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction.

Repurchase Notices. Company shall, on any day on which Company effects any repurchase of Shares, promptly give JPMorgan a written notice of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the Warrants Equity Percentage as determined on such day is (i) equal to or greater than 7.58.0% and (ii) greater by 0.5% than the Warrants Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Equity Percentage as of the date hereof). The "“Warrants Equity Percentage" ” as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is the number of Shares outstanding on such day. Company agrees to indemnify and hold harmless JPMorgan and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents directors and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's ’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's ’s fees), joint or several, to which an Indemnified Person actually may become subject tosubject, a result of Company's ’s failure to provide JPMorgan with a Repurchase Notice on the day and in the manner specified in this Section 9(c), and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company in writing, and the Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall be relieved from liability to the extent that the Indemnified Person fails to promptly notify Company of any action commenced against it in respect of which indemnity may be sought hereunder; provided, that failure to notify Company (i) shall not relieve Company from any liability hereunder to the extent it is not materially prejudiced as a result thereof and (ii) shall not, in any event, relieve Company from any liability which it may have otherwise than on account of this indemnity agreement. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCompany, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which that may otherwise be available to any Indemnified Person JPMorgan at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this Transaction.

Repurchase Notices. Company shall, on any day on which Company effects any repurchase of Shares, promptly give JPMorgan Bear Stearns a written notice of such repurchase (a "Repurchase NoticeRepurchas▇ ▇▇▇▇▇e") on such day if following such repurchase, the Warrants Equity Percentage as determined on such day is (i) equal to or greater than 7.5% and (ii) greater by 0.5% than the Warrants Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is the number of Shares outstanding on such day. Company agrees to indemnify and hold harmless JPMorgan Bear Stearns and its affiliates and their respective officers, directors▇▇▇▇▇▇ors, employees, affiliates, advisors, agents and controlling persons (each, an "Indemnified Person") from and against any and all losses (including losses relating to JPMorganBear Stearns's hedging activities as a consequence of becoming, or of the ▇▇ ▇▇ ▇he risk of becoming, a Section 16 "insider", including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's fees), joint or several, which an Indemnified Person actually may become subject to, a result of Company's failure to provide JPMorgan Bear Stearns with a Repurchase Notice on the day and in the manner specified ma▇▇▇▇ ▇▇ecified in this Section 9(c), and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company in writing, and the Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this Transaction.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan a written notice of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the Warrants Options Equity Percentage as determined on such day is (i) equal to or greater than 7.58.0% and (ii) greater by 0.5% than the Warrants Options Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Options Equity Percentage as of the date hereof). The "Warrants “Options Equity Percentage" ” as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants Options and the Warrant Option Entitlement and (B) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless JPMorgan and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents directors and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's ’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's ’s fees), joint or several, to which an Indemnified Person actually may become subject tosubject, as a result of Company's Counterparty’s failure to provide JPMorgan with a Repurchase Notice on the day and in the manner specified in this Section 9(c), and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that the Indemnified Person fails to promptly notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder; provided, that failure to notify Counterparty (i) shall not relieve Counterparty from any liability hereunder to the extent it is not materially prejudiced as a result thereof and (ii) shall not, in any event, relieve Counterparty from any liability which it may have otherwise than on account of this indemnity agreement. Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which that may otherwise be available to any Indemnified Person Party at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this Transaction.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan Dealer a written notice of such repurchase (a "“Repurchase Notice"”) on such day if if, following such repurchase, the Warrants Units Equity Percentage as determined on such day is (i) equal to or greater than 7.56.0% and (ii) greater by 0.5% or more than the Warrants Units Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% or more than the Warrants Units Equity Percentage as of the date hereof). The "Warrants “Units Equity Percentage" ” as of any day is the fraction (A) the numerator of which is the product aggregate of the Applicable Percentage of the sum of (x) the Number of Warrants Shares for all Transactions hereunder, and (y) the Warrant Entitlement product of (A) the Number of Designated Repurchase Units for all Transactions hereunder, and (B) the Unit Entitlement, and the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless JPMorgan Dealer and its affiliates Affiliates and their respective officers, directors, employees, affiliates, advisors, agents directors and controlling persons (each, an "a “Section 16 Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a subject to the reporting and profit disgorgement provisions of Section 16 "insider"of the Exchange Act, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this any Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's ’s fees), joint or several, to which an a Section 16 Indemnified Person actually may become subject tosubject, as a result of Company's Counterparty’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(cparagraph (p), and to reimburse, within 30 days, upon written request, each of such Section 16 Indemnified Persons Person for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the any Section 16 Indemnified Person, such Section 16 Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the such Section 16 Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this Transaction.to

Repurchase Notices. Company shall, on any day on which Company effects any repurchase of Shares, promptly give JPMorgan Bank a written notice of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the quotient of (x) the sum of (a) the product of the Number of Warrants, the Warrant Entitlement and the Conversion Rate (as defined in the Certificate of Designations), (b) the product of the “Number of Warrants” and the “Warrant Entitlement” (each as defined in the letter agreement dated June 22, 2011 between Bank and Company regarding Base Warrants (the “Base Warrant Confirmation”)) and the Conversion Rate, and (c) the product of the “Number of Warrants” and the “Warrant Entitlement” (each as defined in the letter agreement between Company and Bank dated as of March 3, 2008, as amended by the letter agreement between Company and Bank dated as of March 11, 2008), divided by (y) the number of Company’s outstanding Shares (such quotient expressed as a percentage, the “Warrant Equity Percentage as determined on such day is Percentage”) would be (i) equal to or greater than 7.5% and or (ii) greater by 0.5% greater than the Warrants Warrant Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is the number of Shares outstanding on such day. Company agrees to indemnify and hold harmless JPMorgan Bank and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Bank’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's ’s failure to provide JPMorgan Bank with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company in writing, and the Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction.

Repurchase Notices. Company shall, on any day on which Company effects any repurchase of Shares, promptly give JPMorgan Bank a written notice of such repurchase (a "Repurchase Notice") on such day if following such repurchase, the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such quotient expressed as a percentage, the "Warrant Equity Percentage as determined on such day is Percentage") would be (i) equal to or greater than 7.54.0% and or (ii) greater by 0.5% greater than the Warrants Warrant Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is the number of Shares outstanding on such day. .. Company agrees to indemnify and hold harmless JPMorgan Bank and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "Indemnified Person") from and against any and all losses (including losses relating to JPMorganBank's hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "insider", including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's failure to provide JPMorgan Bank with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company in writing, and the Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to Bank and any Indemnified Person who is a party to such Indemnified Personsuit or who is subject to such settlement. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this Transaction.

Repurchase Notices. Company Each of Counterparty and Parent shall, on at least one Scheduled Valid Day prior to any day on which Company effects Counterparty or Parent intends to effect any repurchase of Shares, promptly give JPMorgan Dealer a written notice of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the Warrants Equity Percentage number of outstanding Shares as determined on such day is (i) equal to or greater less than 7.5% and [__]18 million (ii) greater by 0.5% than the Warrants Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such notice) or (ii) thereafter more than [__]19 million less than the number of Shares included in the immediately preceding Repurchase Notice, greater than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants Counterparty and the Warrant Entitlement Parent jointly and (B) the denominator of which is 17 Include for applicable Dealers. 18 Insert the number of Shares outstanding that would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full) to increase by 0.5%. To be determined based on such dayDealer with highest Applicable Percentage. Company agrees 19 Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Shares underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full) to increase by a further 0.5% from the threshold for the first Repurchase Notice. To be determined based on Dealer with highest Applicable Percentage. severally agree to indemnify and hold harmless JPMorgan Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all commercially reasonable losses (including losses relating to JPMorgan's Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider", ” (including without limitation, any forbearance from hedging activities or cessation of hedging activities activities) and any losses under or resulting from the operation of any ownership limitations contained in the Charter and, in each case, any losses in connection therewith with respect to this the Transaction), claims, damages, judgments, liabilities and commercially reasonable and documented out-of-pocket expenses (including reasonable external attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's Counterparty’s or Parent’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day when and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s or Parent’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify the Company Counterparty and Parent in writing, and the CompanyCounterparty and/or Parent, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty and/or Parent may designate in such proceeding and shall pay the reasonable and documented fees and expenses of such counsel related to such proceeding. Company Counterparty and Parent shall be relieved from liability to the extent that any Indemnified Person fails to promptly notify Counterparty and Parent of any action commenced against it in respect of which indemnity may be sought hereunder to the extent Counterparty and/or Parent are materially prejudiced as a result thereof. Counterparty and Parent shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees Counterparty and Parent jointly and severally agree to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty and Parent shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty and Parent hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute contribute, jointly and severally, to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (cb) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan provide Wachovia with a written notice of such repurchase (a "“Repurchase Notice"”) on such day if if, following such repurchase, the Warrants Unit Equity Percentage as determined on such day is (i) equal to or greater than 7.5% and (ii) greater by 0.5% or more than the Warrants Unit Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater by 0.5% or more than the Warrants Unit Equity Percentage as of the date hereof). The "Warrants “Unit Equity Percentage" ” as of any day is the fraction fraction, expressed as a percentage, (Ai) the numerator of which is the product of the Number Applicable Percentage, the number of Warrants Note Hedging Units and the Warrant Entitlement Note Hedging Unit Entitlement, and (Bii) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless JPMorgan Wachovia and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "a “Section 16 Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Wachovia’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's ’s fees), joint or several, to which an a Section 16 Indemnified Person actually may become subject tosubject, as a result of Company's Counterparty’s failure to provide JPMorgan Wachovia with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Section 16 Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Section 16 Indemnified Person, such Section 16 Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Section 16 Indemnified Person, shall retain counsel reasonably satisfactory to the Section 16 Indemnified Person to represent the Section 16 Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall be relieved from liability to the extent that the Section 16 Indemnified Person fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder; provided that failure to notify Counterparty (x) shall not relieve Counterparty from any liability hereunder to the extent it is not materially prejudiced as a result thereof and (y) shall not, in any event, relieve Counterparty from any liability that it may have otherwise than on account of this indemnity agreement. Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Section 16 Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Section 16 Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Section 16 Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Section 16 Indemnified Person, unless such settlement includes an unconditional release of such Section 16 Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Section 16 Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an a Section 16 Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty, in lieu of indemnifying such Section 16 Indemnified Person thereunder, shall contribute to the amount paid or payable by such Section 16 Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which that may otherwise be available to any Section 16 Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction.. Foreign Ownership Notices. Promptly following any determination by Counterparty of the percentage

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan a written notice of such repurchase (a "“Repurchase Notice"” ) on such day if following such repurchase, the Warrants Options Equity Percentage as determined on such day is (i) equal to or greater than 7.58.0% and (ii) greater by 0.5% than the Warrants Options Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Options Equity Percentage as of the date hereof). The "Warrants “Options Equity Percentage" ” as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants Options and the Warrant Option Entitlement and (B) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless JPMorgan and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"” ) from and against any and all losses (including losses relating to JPMorgan's ’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's Counterparty’s failure to provide JPMorgan with a Repurchase Notice on the day and in the manner specified in this Section 9(c), and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this Transaction.

Repurchase Notices. Company Counterparty shall, on at least one Scheduled Valid Day prior to any day on which Company effects Counterparty intends to effect any repurchase of Shares, promptly give JPMorgan a Dealer written notice of such repurchase (a "“Repurchase Notice"”) on such day if if, following such repurchase, the Warrants Equity Notice Percentage as determined on such day is would reasonably be expected to be (i) equal to or greater than 7.524.922% and (ii) greater by 0.5% than the Warrants Equity Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Equity Notice Percentage as of the date hereof). The "Warrants Equity “Notice Percentage" ” as of any day is the fraction (A) fraction, expressed as a percentage, the numerator of which is the product of the aggregate Number of Warrants Shares plus the number of Shares underlying any other transactions relating to Shares sold by Dealer to Counterparty and the Warrant Entitlement and (B) the denominator of which is the number of Shares outstanding on such day. Company In the event that Counterparty fails to provide Dealer with a Repurchase Notice on the day and in the manner specified in this Section 7(b), Counterparty agrees to indemnify and hold harmless JPMorgan Dealer and its affiliates and their respective directors, officers, directors, employees, affiliates, advisors, agents and controlling persons (each, Dealer and each such person being an "“Indemnified Person"Party”) from and against any and all losses (including losses relating to JPMorgan's Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's ’s fees), joint or several, to which an such Indemnified Person actually Party may become subject tounder applicable securities laws, a result including without limitation, Section 16 of Company's failure the Exchange Act or under any U.S. state or federal law, regulation or regulatory order, in each case relating to provide JPMorgan with a Repurchase Notice on the day and in the manner specified in this Section 9(c), and to reimburse, within 30 days, upon written request, each or arising out of such Indemnified Persons failure. If for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of reason the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company in writing, and the Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the foregoing indemnification provided for in this paragraph (c) is unavailable to an any Indemnified Person Party or insufficient in respect of to hold harmless any losses, claims, damages or liabilities referred to thereinIndemnified Party, then Company under such paragraphCounterparty shall contribute, in lieu of indemnifying such Indemnified Person thereunderto the maximum extent permitted by law, shall contribute to the amount paid or payable by such the Indemnified Person Party as a result of such lossesloss, claimsclaim, damages damage or liabilitiesliability. The remedies provided In addition, Counterparty will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to Counterparty) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of Counterparty, in each case relating to or arising out of such failure. This indemnity shall survive the completion of the Transaction contemplated by this paragraph (c) are not exclusive Confirmation and any assignment and delegation of the Transaction made pursuant to this Confirmation or the Agreement and shall not limit inure to the benefit of any rights permitted assignee or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless transferee of the termination of this TransactionDealer.

Repurchase Notices. Company shall, on any day on which Company effects any repurchase of Shares, promptly give JPMorgan Bank a written notice of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the Warrants quotient of (x) the sum of (a) the product of the Number of Warrants, the Warrant Entitlement and the Conversion Rate (as defined in the Certificate of Designations) and (b) the product of the “Number of Warrants” and the “Warrant Entitlement” (each as defined in the letter agreement between Company and Bank dated as of March 3, 2008, as amended by the letter agreement between Company and Bank dated as of March 11, 2008), divided by (y) the number of Company’s outstanding Shares (such quotient expressed as a percentage, the “Warrant Equity Percentage as determined on such day is Percentage”) would be (i) equal to or greater than 7.5% and or (ii) greater by 0.5% greater than the Warrants Warrant Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is the number of Shares outstanding on such day. Company agrees to indemnify and hold harmless JPMorgan Bank and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Bank’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's ’s failure to provide JPMorgan Bank with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify the Company in writing, and the Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction.

Repurchase Notices. Company If at any time Counterparty ceases to qualify as a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act or the Shares otherwise become subject to Section 16 of the Exchange Act, Counterparty shall, on or prior to the date one Scheduled Trading Day immediately following any day date on which Company effects Counterparty has effected any repurchase of Shares, promptly give JPMorgan Dealer a written notice of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the Warrants Equity Percentage number of outstanding Shares as determined on such day is (i) equal to or greater less than 7.5% and [__]31 million (ii) greater by 0.5% than the Warrants Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater notice) or (ii) thereafter more than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is [__]32 million less than the number of Shares outstanding included in the immediately preceding Repurchase Notice; provided that, with respect to any repurchase of Shares pursuant to a plan under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Counterparty may elect to satisfy such requirement by promptly giving Dealer written notice of the entry into such plan, the maximum number of Shares that may be repurchased thereunder and the approximate dates or periods during which such repurchases may occur (with such maximum number of Shares deemed repurchased on the date of such daynotice for purposes of this Section 9(b)). Company Counterparty agrees that, if Counterparty ceases to qualify as a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act or the Shares otherwise become subject to the requirements of Section 16 of the Exchange Act, Counterparty will indemnify and hold harmless JPMorgan Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this the Transaction), claims, damages, judgments, liabilities and reasonable expenses (including reasonable attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, in each case, as a result of Company's Counterparty’s failure to provide JPMorgan Dealer with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c‎(b) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this the Transaction.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan a written notice of such repurchase (a "“Repurchase Notice"”) on such day if following such repurchase, the Warrants quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage as determined on such day is Percentage”) would be (i) equal to or greater than 7.58.25% and or (ii) greater by 0.5% greater than the Warrants Option Equity Percentage included in the immediately preceding Repurchase Notice (orNotice. To the extent permitted by applicable law, in the case of the first such Repurchase Notice, greater than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless JPMorgan and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "“Indemnified Person"”) from and against any and all losses (including losses relating to JPMorgan's ’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "“insider"”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction, and any losses relating to the application of the Bank Holding Company Act of 1956, as amended, the 1940 Act or the Investment Advisers Act of 1940, to JPMorgan), claims, damages, judgments, liabilities and expenses (including reasonable attorney's ’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company's Counterparty’s failure to provide JPMorgan with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty’s failure to provide JPMorgan with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person Party at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this Transaction.

Repurchase Notices. Company Counterparty shall, on any day on which Company Counterparty effects any repurchase of Shares, promptly give JPMorgan Bank a written notice of such repurchase (a "Repurchase Notice") on such day if following such repurchase, the Warrants quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty's outstanding Shares (such quotient expressed as a percentage, (such quotient expressed as a percentage, the "Option Equity Percentage as determined on such day is Percentage") would be (i) equal to or greater than 7.54.0% and or (ii) greater by 0.5% greater than the Warrants Option Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrants Equity Percentage as of the date hereof). The "Warrants Equity Percentage" as of any day is the fraction (A) the numerator of which is the product of the Number of Warrants and the Warrant Entitlement and (B) the denominator of which is the number of Shares outstanding on such day. Company Counterparty agrees to indemnify and hold harmless JPMorgan Bank and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "Indemnified Person") from and against any and all losses (including losses relating to JPMorganBank's hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 "insider", including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney's fees), joint or several, which an Indemnified Person actually may become subject to, as a result of CompanyCounterparty's failure to provide JPMorgan Bank with a Repurchase Notice on the day and in the manner specified in this Section 9(c)paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified PersonPerson as a result of Counterparty's failure to provide Bank with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify the Company Counterparty in writing, and the CompanyCounterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Company Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to Bank and any Indemnified Person who is a party to such Indemnified Personsuit or who is subject to such settlement. If the indemnification provided for in this paragraph (c) is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraphCounterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (c) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person Party at law or in equity. The indemnity and contribution agreements contained in this paragraph (c) shall remain operative and in full force and effect regardless of the termination of this Transaction.