Extract to table

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement

All other capitalized terms used and not defined in this Consent and Waiver shall have the respective meanings assigned to such terms in the Credit Agreement

01(b) of the Credit Agreement and any other provision of the Credit Agreement or the other Loan Documents that restricts or limits the incurrence of Indebtedness by the Borrower, the Convertible Notes (in an aggregate principal amount not exceeding $287,500,000, together with any interest, fees, premiums, make-whole payments, and other amounts payable thereunder or in respect thereof) shall constitute "Permitted Additional Indebtedness" and shall be permitted to be incurred, maintained, and outstanding thereunder without giving rise to a Default or Event of Default under the Credit Agreement

The obligations of the Borrower arising under or in connection with the Capped Call Transactions shall not constitute "Indebtedness" for purposes of the Credit Agreement; provided, however, that to the extent that any such obligations are determined to constitute "Indebtedness" for purposes of the Credit Agreement, such obligations shall also be treated as Permitted Additional Indebtedness permitted under the Credit Agreement

as Trustee, in an aggregate principal amount not exceeding $287,500,000 (which amount includes the principal amount of Convertible Notes that may be issued upon exercise of the Over-Allotment Option), together with any interest, fees, premiums, make-whole payments, and other amounts payable thereunder or in respect thereof from time to time; provided that (i) such Indebtedness shall at all times remain unsecured, (ii) no Lien shall be granted to secure such Indebtedness or any obligations arising under the Indenture, and (iii) such Indebtedness shall not be guaranteed by any Subsidiary of the Borrower unless the Administrative Agent shall have received prior written notice thereof and such guarantee shall be unsecured

(b) To the extent that any covenant in the Credit Agreement restricting Investments or Restricted Payments would be implicated by the payment of the aggregate capped call premium in connection with the Capped Call Transactions, such covenant is hereby clarified and amended to permit the payment by the Borrower of the aggregate capped call premium (in an amount not exceeding $28,750,000) from the gross proceeds of the Convertible Notes offering, and such payment shall not constitute a "Restricted Payment" or a prohibited "Investment" for purposes of the Credit Agreement