SATISFACTORY TO DEALER
WITH RESPECT TO ANY LEGAL AND REGULATORY REQUIREMENTS RELEVANT TO DEALER, AND
(III) COUNTERPARTY CONTINUING TO BE OBLIGATED TO PROVIDE NOTICES HEREUNDER
RELATING TO THE CONVERTIBLE SECURITIES AND CONTINUING TO BE OBLIGATED WITH
RESPECT TO "DISPOSITION OF HEDGE SHARES" AND "REPURCHASE NOTICES" ABOVE.
IN
ADDITION, DEALER MAY TRANSFER OR ASSIGN WITHOUT ANY CONSENT OF THE COUNTERPARTY
ITS RIGHTS AND OBLIGATIONS HEREUNDER AND UNDER THE AGREEMENT, IN WHOLE OR IN
PART, TO (I) ANY OF ITS AFFILIATES WHOSE OBLIGATIONS HEREUNDER ARE GUARANTEED BY
DEALER OR ANOTHER AFFILIATE OF EQUAL OR GREATER CREDIT QUALITY, (II) ANY
ENTITIES SPONSORED OR ORGANIZED BY, OR ON BEHALF OF OR FOR THE BENEFIT OF DEALER
WHOSE OBLIGATIONS HEREUNDER ARE GUARANTEED BY DEALER OR ANOTHER AFFILIATE OF
EQUAL OR GREATER CREDIT QUALITY, OR (III) ANY PERSON OF CREDIT QUALITY
EQUIVALENT, IN COUNTERPARTY'S REASONABLE DISCRETION, TO DEALER.
AT ANY TIME AT
WHICH ANY EXCESS OWNERSHIP POSITION EXISTS, IF DEALER, IN ITS DISCRETION, IS
UNABLE TO EFFECT A TRANSFER OR ASSIGNMENT TO A THIRD PARTY IN ACCORDANCE WITH
THE REQUIREMENTS SET FORTH ABOVE AFTER USING ITS COMMERCIALLY REASONABLE EFFORTS
ON PRICING TERMS AND WITHIN A TIME PERIOD REASONABLY ACCEPTABLE TO DEALER SUCH
THAT AN EXCESS OWNERSHIP POSITION NO LONGER EXISTS, DEALER MAY DESIGNATE ANY
SCHEDULED TRADING DAY AS AN EARLY TERMINATION DATE WITH RESPECT TO A PORTION
(THE "TERMINATED PORTION") OF THE TRANSACTION, SUCH THAT SUCH EXCESS OWNERSHIP
POSITION NO LONGER EXISTS. IN THE EVENT THAT DEALER SO DESIGNATES AN EARLY
TERMINATION DATE WITH RESPECT TO A PORTION OF THE TRANSACTION, A PAYMENT OR
DELIVERY SHALL BE MADE PURSUANT TO SECTION 6 OF THE AGREEMENT AND
SECTION 8(B) OF THIS CONFIRMATION AS IF (I) AN EARLY TERMINATION DATE HAD BEEN
DESIGNATED IN RESPECT OF A TRANSACTION HAVING TERMS IDENTICAL TO THE TERMINATED
PORTION OF THE TRANSACTION, (II) COUNTERPARTY SHALL BE THE SOLE AFFECTED PARTY
WITH RESPECT TO SUCH PARTIAL TERMINATION AND (III) SUCH PORTION OF THE
TRANSACTION SHALL BE THE ONLY TERMINATED TRANSACTION. "EXCESS OWNERSHIP
POSITION" MEANS ANY OF THE FOLLOWING: (I) THE EQUITY PERCENTAGE EXCEEDS 9.0%,
(II) DEALER OR ANY "AFFILIATE" OR "ASSOCIATE" OF DEALER WOULD OWN IN EXCESS OF
13% OF THE OUTSTANDING SHARES FOR PURPOSES OF SECTION 203 OF THE DELAWARE
GENERAL CORPORATION LAW OR (III) DEALER, DEALER GROUP (AS DEFINED BELOW) OR ANY
PERSON WHOSE OWNERSHIP POSITION WOULD BE AGGREGATED WITH THAT OF DEALER OR
DEALER GROUP (DEALER, DEALER GROUP OR ANY SUCH PERSON, A "DEALER PERSON") UNDER
ANY FEDERAL, STATE OR LOCAL LAWS, REGULATIONS OR REGULATORY ORDERS APPLICABLE TO
OWNERSHIP OF SHARES ("APPLICABLE LAWS"), OWNS, BENEFICIALLY OWNS, CONSTRUCTIVELY
OWNS, CONTROLS, HOLDS THE POWER TO VOTE OR OTHERWISE MEETS A RELEVANT DEFINITION
OF OWNERSHIP IN EXCESS OF A NUMBER OF SHARES EQUAL TO (X) THE NUMBER OF SHARES
THAT WOULD GIVE RISE TO REPORTING OR REGISTRATION OBLIGATIONS OR OTHER
REQUIREMENTS (INCLUDING OBTAINING PRIOR APPROVAL BY A STATE OR FEDERAL
REGULATOR) OF A DEALER PERSON UNDER APPLICABLE LAWS AND WITH RESPECT TO WHICH
SUCH REQUIREMENTS HAVE NOT BEEN MET OR THE RELEVANT APPROVAL