Common use of Adjustment of Exchange Rate Clause in Contracts

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer as follows: (a) If the Parent Guarantor issues shares of Common Stock as a dividend or distribution on the Common Stock to all holders of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution, or the effective date of such share split or share combination, as applicable; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution described in this paragraph (a) is declared but not so paid or made, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor issues to all holders of Common Stock any rights, warrants, options or other securities entitling them for a period of not more than 45 days after the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise price per share of Common Stock or a conversion price per share less than the Closing Sale Price of Common Stock on the Business Day immediately preceding the time of announcement of such issuance, the Exchange Rate will be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such issuance; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such issuance; OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Dividend Date for such issuance;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer Company as follows: (a) If the In case Parent Guarantor issues shares of shall issue Common Stock as a dividend or distribution on to holders of the outstanding Common Stock, or shall effect a subdivision into a greater number of shares of Common Stock to all holders or combination into a lesser number of shares of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will shall be adjusted based on the following formula: ER1 ER′ = ER0 × OS1/x OS′ OS0 where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicablethe case may be; ER1 ER′ = the Exchange Rate in effect on and immediately after as of the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicablethe case may be; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for immediately prior to such dividend or distribution, or the effective date of such share split or share combination, as applicableevent; and OS1 OS′ = the number of shares of Common Stock outstanding immediately after such event. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Ex-Dividend Date Business Day following the record date fixed for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that timedetermination. If any dividend or distribution of the type described in this paragraph (aSection 8.04(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Exchange Rate shall be readjusted immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Exchange Rate that would then be in effect if such dividend dividend, distribution, subdivision or distribution combination had not been declared. (b) If the In case Parent Guarantor issues shall issue to all or substantially all holders of its outstanding Common Stock any rights, warrants, options warrants or other convertible securities entitling them (for a period of not more than 45 expiring within sixty (60) calendar days after the date of issuance thereof thereof) to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise price per share shares of Common Stock or at a conversion price per share less than the Closing Last Reported Sale Price of the Common Stock on the Business Day immediately preceding the time date of announcement of such issuance, the Exchange Rate will shall be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 formula: ER′ = ER0 × (x OS0 + X)/(OS0 X OS0 + Y) Y where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such issuancedistribution; ER1 ER′ = the Exchange Rate in effect on and immediately after as of the Ex-Dividend Date for such issuancedistribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Dividend Date for such issuanceevent;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer Company as follows: (a) If the In case Parent Guarantor issues shares of shall issue Common Stock as a dividend or distribution on to holders of the outstanding Common Stock, or shall effect a subdivision into a greater number of shares of Common Stock to all holders or combination into a lesser number of shares of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will shall be adjusted based on the following formula: ER1 ER′ = ER0 × OS1/x OS′ OS0 where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicablethe case may be; ER1 ER′ = the Exchange Rate in effect on and immediately after as of the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicablethe case may be; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for immediately prior to such dividend or distribution, or the effective date of such share split or share combination, as applicableevent; and OS1 OS’ = the number of shares of Common Stock outstanding immediately after such event. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Ex-Dividend Date Business Day following the record date fixed for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that timedetermination. If any dividend or distribution of the type described in this paragraph (aSection 8.04(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Exchange Rate shall be readjusted immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Exchange Rate that would then be in effect if such dividend dividend, distribution, subdivision or distribution combination had not been declared. (b) If the In case Parent Guarantor issues shall issue to all or substantially all holders of its outstanding Common Stock any rights, warrants, options warrants or other convertible securities entitling them (for a period of not more than 45 expiring within sixty (60) calendar days after the date of issuance thereof thereof) to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise price per share shares of Common Stock or at a conversion price per share less than the Closing Last Reported Sale Price of the Common Stock on the Business Day immediately preceding the time date of announcement of such issuance, the Exchange Rate will shall be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 formula: ER′ = ER0 × (x OS0 + X)/(OS0 X OS0 + Y) Y where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such issuancedistribution; ER1 ER′ = the Exchange Rate in effect on and immediately after as of the Ex-Dividend Date for such issuancedistribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Dividend Date for such issuanceevent;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer Company as follows: (a) If the Parent Guarantor issues shares of In case Archstone-Sxxxx Trust shall issue Common Stock Shares as a dividend or distribution on to Holders of the outstanding Common Stock to all holders Shares, or shall effect a subdivision into a greater number of Common Stock, Shares or if the Parent Guarantor effects combination into a share split or share combinationlower number of Common Shares, the Exchange Rate will shall be adjusted based on the following formula: ER1 ER’ = ER0 × OS1/OS0 x OS’ where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicableevent; ER1 ER’ = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicableevent; OS0 = the number of shares of Common Stock Shares outstanding on the Ex-Dividend Date for immediately prior to such dividend or distribution, or the effective date of such share split or share combination, as applicableevent; and OS1 OS’ = the number of shares of Common Stock Shares outstanding immediately after such event. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Ex-Dividend Business Day following the Record Date fixed for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that timedetermination. If any dividend or distribution of the type described in this paragraph (aSection 8.04(a) is declared but not so paid or made, or the outstanding Common Shares are not subdivided or combined, as the case may be, the Exchange Rate shall be readjusted immediately readjusted, effective as of the date the Board of Trustees determines not to pay such dividend or distribution, or subdivide or combine the outstanding Common Shares, as the case may be, to the Exchange Rate that would then be in effect if such dividend dividend, distribution, subdivision or distribution combination had not been declared. (b) If the Parent Guarantor issues In case Archstone-Sxxxx Trust shall issue to all holders or substantially all Holders of its outstanding Common Stock any Shares rights, warrants, options warrants or other convertible securities entitling them (for a period of not more than 45 expiring within sixty (60) calendar days after the date of issuance thereof thereof) to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case Shares at an exercise price per share of Common Stock or a conversion price per share less than the Closing Last Reported Sale Price of the Common Stock Shares on the Business Day immediately preceding the time date of announcement of such issuance, the Exchange Rate will shall be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 formula: ER’ = ER0 × (x OS0 + X)/(OS0 X OS0 + Y) Y where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such issuanceevent; ER1 ER’ = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such issuanceevent; OS0 = the number of shares of Common Stock Shares outstanding immediately prior to the Ex-Dividend Date for such issuanceevent;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer Company as follows: (a) If the In case Parent Guarantor issues shares of shall issue Common Stock as a dividend or distribution on to holders of the outstanding Common Stock, or shall effect a subdivision into a greater number of shares of Common Stock to all holders or combination into a lesser number of shares of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will shall be adjusted based on the following formula: ER1 ER’ = ER0 × OS1/x OS’ OS0 where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicableevent; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution, or the effective date of such share split or share combination, as applicable; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution described in this paragraph (a) is declared but not so paid or made, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor issues to all holders of Common Stock any rights, warrants, options or other securities entitling them for a period of not more than 45 days after the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise price per share of Common Stock or a conversion price per share less than the Closing Sale Price of Common Stock on the Business Day immediately preceding the time of announcement of such issuance, the Exchange Rate will be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) where ER0 ER’ = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for after such issuance; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such issuanceevent; OS0 = the number of shares of Common Stock outstanding immediately prior to such event; and OS’ = the Ex-Dividend Date number of shares of Common Stock outstanding immediately after such event. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the record date fixed for such determination. If any dividend or distribution of the type described in this Section 8.04(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Exchange Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Exchange Rate that would then be in effect if such dividend, distribution, subdivision or combination had not been declared. (b) In case Parent shall issue to all or substantially all holders of its outstanding Common Stock any rights, warrants or convertible securities entitling them (for a period expiring within sixty (60) calendar days after the issuance thereof) to subscribe for or purchase shares of Common Stock at a price per share less than the Last Reported Sale Price of the Common Stock on the Business Day immediately preceding the date of announcement of such issuance, the Exchange Rate shall be adjusted based on the following formula: ER’ = ER0 x OS0 + X OS0 + Y ER0 = the Exchange Rate in effect immediately prior to such event; ER’ = the Exchange Rate in effect immediately after such event; OS0 = the number of shares of Common Stock outstanding immediately prior to such event;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer Company if any of the following events occurs, except that the Company shall not make any adjustments to the Exchange Rate if Holders of the Notes are entitled to participate (other than in the case of (x) a Share Election Merger, (y) a share split or share combination or (z) a tender or exchange offer), at the same time and upon the same terms as follows:holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to exchange their Notes, as if they held a number of shares of Common Stock equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (a) If the Parent Guarantor Reference Entity exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock to all holders of Common Stock, or if the Parent Guarantor Reference Entity effects a share split or share combination, the Exchange Rate will shall be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where where, ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for of such dividend or distribution distribution, or immediately prior to the effective date open of business on the Split/Combination Effective Date of such share split or share combination, as applicable; ER1 ER' = the Exchange Rate in effect on and immediately after the open of business on such Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicableSplit/Combination Effective Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Split/Combination Effective Date (before giving effect to any such dividend, distribution, split or combination); and OS' = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 14.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the effective date open of business on the Split/Combination Effective Date for such share split or share combination, as applicable; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution of the type described in this paragraph (aSection 14.04(a) is declared but not so paid or made, the Exchange Rate shall be readjusted immediately readjusted, effective as of the date the Reference Entity determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor Reference Entity issues to all or substantially all holders of the Common Stock any rights, warrants, options or warrants (other securities than pursuant to a stockholder rights or similar plan) entitling them them, for a period of not more than 45 calendar days after the announcement date of issuance thereof such issuance, to subscribe for or purchase shares of the Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise a price per share of Common Stock or a conversion price per share that is less than the Closing average of the Last Reported Sale Price Prices of the Common Stock on for the Business 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the time date of announcement of such issuance, the Exchange Rate will shall be adjusted increased based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rightsformula: where, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) where ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance; ER1 ER' = the Exchange Rate in effect on and immediately after the open of business on such Ex-Dividend Date for such issuanceDate; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date for such issuanceDate;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer Company as follows: (a) If the In case Parent Guarantor issues shares of shall issue Common Stock as a dividend or distribution on to holders of the outstanding Common Stock, or shall effect a subdivision into a greater number of shares of Common Stock to all holders or combination into a lesser number of shares of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will shall be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicablethe case may be; ER1 ER' = the Exchange Rate in effect on and immediately after as of the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicablethe case may be; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for immediately prior to such dividend or distribution, or the effective date of such share split or share combination, as applicableevent; and OS1 OS' = the number of shares of Common Stock outstanding immediately after such event. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Ex-Dividend Date Business Day following the record date fixed for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that timedetermination. If any dividend or distribution of the type described in this paragraph (aSection 8.04(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Exchange Rate shall be readjusted immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Exchange Rate that would then be in effect if such dividend dividend, distribution, subdivision or distribution combination had not been declared. (b) If the In case Parent Guarantor issues shall issue to all or substantially all holders of its outstanding Common Stock any rights, warrants, options warrants or other convertible securities entitling them (for a period of not more than 45 expiring within sixty (60) calendar days after the date of issuance thereof thereof) to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise price per share shares of Common Stock or at a conversion price per share less than the Closing Last Reported Sale Price of the Common Stock on the Business Day immediately preceding the time date of announcement of such issuance, the Exchange Rate will shall be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) formula: where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such issuancedistribution; ER1 ER' = the Exchange Rate in effect on and immediately after as of the Ex-Dividend Date for such issuancedistribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Dividend Date for such issuanceevent;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer Company as follows: (a) If the In case Parent Guarantor issues shares of shall issue Common Stock as a dividend or distribution on to holders of the outstanding Common Stock, or shall effect a subdivision into a greater number of shares of Common Stock to all holders or combination into a lesser number of shares of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will shall be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicableevent; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution, or the effective date of such share split or share combination, as applicable; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution described in this paragraph (a) is declared but not so paid or made, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor issues to all holders of Common Stock any rights, warrants, options or other securities entitling them for a period of not more than 45 days after the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise price per share of Common Stock or a conversion price per share less than the Closing Sale Price of Common Stock on the Business Day immediately preceding the time of announcement of such issuance, the Exchange Rate will be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) where ER0 ER′ = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for after such issuance; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such issuanceevent; OS0 = the number of shares of Common Stock outstanding immediately prior to such event; and OS′ = the Ex-Dividend Date number of shares of Common Stock outstanding immediately after such event. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the record date fixed for such determination. If any dividend or distribution of the type described in this Section 8.04(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Exchange Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Exchange Rate that would then be in effect if such dividend, distribution, subdivision or combination had not been declared. (b) In case Parent shall issue to all or substantially all holders of its outstanding Common Stock any rights, warrants or convertible securities entitling them (for a period expiring within sixty (60) calendar days after the issuance thereof) to subscribe for or purchase shares of Common Stock at a price per share less than the Last Reported Sale Price of the Common Stock on the Business Day immediately preceding the date of announcement of such issuance, the Exchange Rate shall be adjusted based on the following formula: where ER0 = the Exchange Rate in effect immediately prior to such event; ER′ = the Exchange Rate in effect immediately after such event; OS0 = the number of shares of Common Stock outstanding immediately prior to such event;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer Company if any of the following events occurs, except that the Company shall not make any adjustments to the Exchange Rate if Holders of the Notes are entitled to participate (other than in the case of (x) a Share Election Merger, (y) a share split or share combination or (z) a tender or exchange offer), at the same time and upon the same terms as follows:holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to exchange their Notes, as if they held a number of shares of Common Stock equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (a) If the Parent Guarantor Reference Entity exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock to all holders of Common Stock, or if the Parent Guarantor Reference Entity effects a share split or share combination, the Exchange Rate will shall be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where where, ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for of such dividend or distribution distribution, or immediately prior to the effective date open of business on the Split/Combination Effective Date of such share split or share combination, as applicable; ER1 ER’ = the Exchange Rate in effect on and immediately after the open of business on such Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicableSplit/Combination Effective Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Split/Combination Effective Date (before giving effect to any such dividend, distribution, split or combination); and OS’ = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 14.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the effective date open of business on the Split/Combination Effective Date for such share split or share combination, as applicable; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution of the type described in this paragraph (aSection 14.04(a) is declared but not so paid or made, the Exchange Rate shall be readjusted immediately readjusted, effective as of the date the Reference Entity determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor Reference Entity issues to all or substantially all holders of the Common Stock any rights, warrants, options or warrants (other securities than pursuant to a stockholder rights or similar plan) entitling them them, for a period of not more than 45 calendar days after the announcement date of issuance thereof such issuance, to subscribe for or purchase shares of the Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise a price per share of Common Stock or a conversion price per share that is less than the Closing average of the Last Reported Sale Price Prices of the Common Stock on for the Business 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the time date of announcement of such issuance, the Exchange Rate will shall be adjusted increased based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rightsformula: where, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) where ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance; ER1 ER’ = the Exchange Rate in effect on and immediately after the open of business on such Ex-Dividend Date for such issuanceDate; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date for such issuanceDate;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer as follows: (a) If the Parent Guarantor issues shares of Common Stock as a dividend or distribution on the Common Stock to all holders of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will be adjusted based on the following formula: ER1 = ER0 × x OS1/OS0 where ER0 = the Exchange Rate in effect immediately prior to the Exex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution, or the effective date of such share split or share combination; ER1 = the new Exchange Rate in effect immediately on and after the ex-dividend date for such dividend or distribution, as applicableor the effective date of such share split or share combination; OS0 = the number of shares of Common Stock outstanding immediately prior to such dividend or distribution, or the effective date of such share split or share combination; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for immediately after such dividend or distribution distribution, or the effective date of such share split or share combination. Any adjustment made pursuant to this paragraph (a) shall become effective as of the open of business on (x) the ex-dividend date for such dividend or other distribution or (y) the date on which such split or combination becomes effective, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution described in this paragraph (a) is declared but not so paid or made, the new Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor issues distributes to all holders of Common Stock any rights, warrants, warrants or options or other securities entitling them for a period of not more than 45 days after the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereofStock, in either any case at an exercise price per share of Common Stock or a conversion price per share less than the Closing Sale Price of the Common Stock on the Business Day immediately preceding the time of announcement of such issuance, the Exchange Rate will be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): formula: ER1 = ER0 × x (OS0 OS0+ X)/(OS0 X)/(OS0+ Y) where ER0 = the Exchange Rate in effect immediately prior to the Exex-Dividend Date dividend date for such issuancedistribution; ER1 = the new Exchange Rate in effect immediately on and immediately after the Exex-Dividend Date dividend date for such issuancedistribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the Exex-Dividend Date dividend date for such issuancedistribution;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer as follows: (a) If the Parent Guarantor NRF issues shares of Common Stock as a dividend or distribution on the Common Stock to all holders of Common Stock, or if the Parent Guarantor NRF effects a share split or share combination, the Exchange Rate will be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution, or the effective date of such share split or share combination, as applicable; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution described in this paragraph (a) is declared but not so paid or made, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor NRF issues to all holders of Common Stock any rights, warrants, options or other securities entitling them for a period of not more than 45 days after the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise price per share of Common Stock or a conversion price per share less than the Closing Sale Price of Common Stock on the Business Day immediately preceding the time of announcement of such issuance, the Exchange Rate will be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such issuance; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such issuance; OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Dividend Date for such issuance;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer Company if any of the following events occurs, except that the Company shall not make any adjustments to the Exchange Rate if Holders of the Notes are entitled to participate (other than in the case of (x) a Share Election Merger, (y) a share split or share combination or (z) a tender or exchange offer), at the same time and upon the same terms as follows:holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to exchange their Notes, as if they held a number of shares of Common Stock equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (a) If the Parent Guarantor Reference Entity exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock to all holders of Common Stock, or if the Parent Guarantor Reference Entity effects a share split or share combination, the Exchange Rate will shall be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where where, ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for of such dividend or distribution distribution, or immediately prior to the effective date open of business on the Split/Combination Effective Date of such share split or share combination, as applicable; ER1 ER' = the Exchange Rate in effect on and immediately after the open of business on such Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicableSplit/Combination Effective Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Split/Combination Effective Date (before giving effect to any such dividend, distribution, split or combination); and OS' = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 14.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the effective date open of business on the Split/Combination Effective Date for such share split or share combination, as applicable; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution of the type described in this paragraph (aSection 14.04(a) is declared but not so paid or made, the Exchange Rate shall be readjusted immediately readjusted, effective as of the date the Reference Entity determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared.. 85 (b) If the Parent Guarantor Reference Entity issues to all or substantially all holders of the Common Stock any rights, warrants, options or warrants (other securities than pursuant to a stockholder rights or similar plan) entitling them them, for a period of not more than 45 calendar days after the announcement date of issuance thereof such issuance, to subscribe for or purchase shares of the Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise a price per share of Common Stock or a conversion price per share that is less than the Closing average of the Last Reported Sale Price Prices of the Common Stock on for the Business 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the time date of announcement of such issuance, the Exchange Rate will shall be adjusted increased based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rightsformula: where, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) where ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance; ER1 ER' = the Exchange Rate in effect on and immediately after the open of business on such Ex-Dividend Date for such issuanceDate; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date for such issuanceDate;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer Company as follows: (a) If the Parent Guarantor issues In case Boston Properties shall issue shares of Common Stock as a dividend or distribution on to holders of the outstanding Common Stock, or shall effect a subdivision into a greater number of shares of Common Stock to all holders or combination into a lesser number of shares of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will shall be adjusted based on the following formula: ER1 ER´ = ER0 × OS1/x OS´ OS0 where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicableevent; ER1 ER´ = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicableevent; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for immediately prior to such dividend or distribution, or the effective date of such share split or share combination, as applicableevent; and OS1 OS´ = the number of shares of Common Stock outstanding immediately after such event. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Ex-Dividend Date Business Day following the record date fixed for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that timedetermination. If any dividend or distribution of the type described in this paragraph (aSection 8.04(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Exchange Rate shall be readjusted immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Exchange Rate that would then be in effect if such dividend, distribution, subdivision or combination had not been declared. (b) In case Boston Properties shall issue to all or substantially all holders of its outstanding shares of Common Stock rights, warrants or convertible securities entitling them (for a period expiring within sixty (60) calendar days after the issuance thereof) to subscribe for or purchase shares of Common Stock at a price per share less than the Last Reported Sale Price of the Common Stock on the Business Day immediately preceding the date of announcement of such issuance, the Exchange Rate shall be adjusted based on the following formula: ER´ = ER0 x OS0 + X OS0 + Y where ER0 = the Exchange Rate in effect immediately prior to such event; ER´ = the Exchange Rate in effect immediately after such event; OS0 = the number of shares of Common Stock outstanding immediately prior to such event; X = the total number of shares of Common Stock issuable pursuant to such rights, warrants or convertible securities; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, warrants or convertible securities divided by the average of the Last Reported Sale Prices of Common Stock over the ten consecutive Trading Day period ending on the Business Day immediately preceding the record date (or, if earlier, the Ex-Dividend Date) for the issuance of such rights, warrants or convertible securities. Such adjustment shall be successively made whenever any such rights, warrants or convertible securities are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for such determination. If such rights, warrants or convertible securities are not so exercised prior to their expiration, the Exchange Rate shall again be adjusted to be the Exchange Rate that would then be in effect if such record date for such distribution had not been fixed. In determining whether any rights, warrants or convertible securities entitle the holders to subscribe for or purchase shares of Common Stock at less than such Last Reported Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by Boston Properties for such rights, warrants or convertible securities and any amount payable on exercise or exchange thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors. (c) In case Boston Properties shall, by dividend or otherwise, distribute to all or substantially all holders of its Common Stock shares of any class of Capital Stock of Boston Properties (other than Common Stock as covered by Section 8.04(a)), evidences of its indebtedness or other assets or property of Boston Properties (including securities, but excluding dividends and distributions covered by Section 8.04(b) or Section 8.04(d) and distributions described below in this paragraph (c) with respect to Spin-Offs) (any of such shares of Capital Stock, indebtedness, or other asset or property hereinafter in this Section 8.04(c) called the “Distributed Property”), then, in each such case the Exchange Rate shall be adjusted based on the following formula: ER´ = ER0 x XX0 XX0 – FMV where ER0 = the Exchange Rate in effect immediately prior to such distribution; ER´ = the Exchange Rate in effect immediately after such distribution; SP0 = the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on the Business Day immediately preceding the Record Date for such distribution (or, if earlier, the Ex-Dividend Date); and FMV = the fair market value (as determined by the Board of Directors) of the shares of Capital Stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock on the record date for such distribution (or, if earlier, the Ex-Dividend Date). Such adjustment shall become effective immediately prior to 9:00 a.m., New York City time, on the Business Day following the date fixed for the determination of stockholders entitled to receive such distribution; provided that if the then fair market value (as so determined) of the portion of the Distributed Property so distributed applicable to one share of Common Stock is equal to or greater than SP0 as set forth above, in lieu of the foregoing adjustment, adequate provision shall be made so that each Noteholder shall have the right to receive, for each $1,000 principal amount of Notes upon exchange, the amount of Distributed Property such holder would have received had such holder owned a number of shares of Common Stock equal to the Exchange Rate on the Record Date. If such dividend or distribution is not so paid or made, the Exchange Rate shall again be adjusted to be the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) . If the Parent Guarantor issues Board of Directors determines the fair market value of any distribution for purposes of this Section 8.04(c) by reference to all holders the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in determining SP0 above. With respect to an adjustment pursuant to this Section 8.04(c) where there has been a payment of Common Stock any rights, warrants, options a dividend or other securities entitling them for a period of not more than 45 days after distribution on the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common shares of Capital Stock within 45 days after the issuance thereofof any class or series, in either case at an exercise price per share or similar equity interest, of Common Stock or relating to a conversion price per share less than the Closing Sale Price of Common Stock on the Business Day immediately preceding the time of announcement of such issuanceSubsidiary or other business unit (a “Spin-Off”), the Exchange Rate in effect immediately before 5:00 p.m., New York City time, on the Record Date fixed for determination of stockholders entitled to receive the distribution will be adjusted increased based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 formula: ER´ = ER0 × (OS0 x FMV0 + X)/(OS0 + Y) MP0 MP0 where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such issuancedistribution; ER1 ER´ = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such issuancedistribution; OS0 FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first ten consecutive Trading Day period after the effective date of the Spin-Off; and MP0 = the average of the Last Reported Sale Prices of Common Stock over the first ten consecutive Trading Day period after the effective date of the Spin-Off. Such adjustment shall occur on the tenth Trading Day from, and including, the effective date of the Spin-Off; provided that in respect of any exchange within the ten Trading Days following any Spin-Off, references within this paragraph (c) to ten days shall be deemed replaced with such lesser number of Trading Days as have elapsed between such Spin-Off and the exchange date in determining the applicable Exchange Rate. Rights or warrants distributed by Boston Properties to all holders of Common Stock, entitling the holders thereof to subscribe for or purchase shares of Boston Properties’ Capital Stock, including Common Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of Common Stock outstanding immediately prior Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 8.04 (and no adjustment to the Ex-Dividend Date for such issuance;Exchange Rate under this

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer as follows: (a) If the Parent Guarantor issues shares of Common Stock as a dividend or distribution on the Common Stock to all holders of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where ER0 = the Exchange Rate in effect immediately prior to the Exex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution, or the effective date of such share split or share combination; ER1 = the new Exchange Rate in effect immediately on and after the ex-dividend date for such dividend or distribution, as applicableor the effective date of such share split or share combination; OS0 = the number of shares of Common Stock outstanding immediately prior to such dividend or distribution, or the effective date of such share split or share combination; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for immediately after such dividend or distribution distribution, or the effective date of such share split or share combination. Any adjustment made pursuant to this paragraph (a) shall become effective as of the open of business on (x) the ex-dividend date for such dividend or other distribution or (y) the date on which such split or combination becomes effective, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution described in this paragraph (a) is declared but not so paid or made, the new Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor issues distributes to all holders of Common Stock any rights, warrants, warrants or options or other securities entitling them for a period of not more than 45 days after the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereofStock, in either any case at an exercise price per share of Common Stock or a conversion price per share less than the Closing Sale Price of the Common Stock on the Business Day immediately preceding the time of announcement of such issuance, the Exchange Rate will be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): formula: ER1 = ER0 × (OS0 + X)/(OS0 + Y) where ER0 = the Exchange Rate in effect immediately prior to the Exex-Dividend Date dividend date for such issuancedistribution; ER1 = the new Exchange Rate in effect immediately on and immediately after the Exex-Dividend Date dividend date for such issuancedistribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the Exex-Dividend Date dividend date for such issuancedistribution;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer Company as follows: (a) If the In case Parent Guarantor issues shares of shall issue Common Stock as a dividend or distribution on to holders of the outstanding Common Stock, or shall effect a subdivision into a greater number of shares of Common Stock to all holders or combination into a lesser number of shares of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will shall be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicableevent; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution, or the effective date of such share split or share combination, as applicable; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution described in this paragraph (a) is declared but not so paid or made, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor issues to all holders of Common Stock any rights, warrants, options or other securities entitling them for a period of not more than 45 days after the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise price per share of Common Stock or a conversion price per share less than the Closing Sale Price of Common Stock on the Business Day immediately preceding the time of announcement of such issuance, the Exchange Rate will be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) where ER0 ER' = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for after such issuance; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such issuanceevent; OS0 = the number of shares of Common Stock outstanding immediately prior to such event; and OS' = the Ex-Dividend Date number of shares of Common Stock outstanding immediately after such event. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the record date fixed for such determination. If any dividend or distribution of the type described in this Section 8.04(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Exchange Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Exchange Rate that would then be in effect if such dividend, distribution, subdivision or combination had not been declared. (b) In case Parent shall issue to all or substantially all holders of its outstanding Common Stock any rights, warrants or convertible securities entitling them (for a period expiring within sixty (60) calendar days after the issuance thereof) to subscribe for or purchase shares of Common Stock at a price per share less than the Last Reported Sale Price of the Common Stock on the Business Day immediately preceding the date of announcement of such issuance, the Exchange Rate shall be adjusted based on the following formula: where ER0 = the Exchange Rate in effect immediately prior to such event; ER' = the Exchange Rate in effect immediately after such event; OS0 = the number of shares of Common Stock outstanding immediately prior to such event;

Adjustment of Exchange Rate. The Issuer shall adjust the Exchange Rate shall be adjusted from time to time by for the Issuer as followsfollowing events: (a) If the Parent Guarantor issues shares of Common Stock Shares as a dividend or distribution on the Common Stock to all holders of Common StockShares generally, or if the Parent Guarantor effects a share split or share combinationcombination with respect to its Common Shares, the Exchange Rate will shall be adjusted based on the following formula: where, ER1 = ER0 × OS1/OS0 where the Exchange Rate in effect immediately after the open of business on the Ex-Date for such dividend or distribution or the Effective Date of such share split or share combination, as the case may be; ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution or the effective date Effective Date of such share split or share combination, as applicablethe case may be; ER1 OS0 = the Exchange Rate in effect number of Common Shares outstanding immediately prior to the open of business on and immediately after the Ex-Dividend Date for such dividend or distribution or the Effective Date of such share split or share combination; and OS1 = the number of Common Shares that would be issued and outstanding immediately after, and solely as a result of, such dividend, distribution, share split or share combination, as the case may be. Any adjustment made under this clause (a) shall become effective date immediately after the open of business on such Ex-Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as applicable; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution, or the effective date of such share split or share combination, as applicable; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution of the type described in this paragraph clause (a) is declared but not so paid or made, the Exchange Rate shall be readjusted immediately readjusted, effective as of the date the Board of Directors or a committee thereof determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor issues distributes to all holders of its Common Stock Shares generally any rights, warrants, options or other securities warrants entitling them to purchase, for a period of not more than 45 calendar days after or less from the declaration date of issuance thereof to subscribe for or purchase such distribution, Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case Shares at an exercise price per share of Common Stock or a conversion price per share less than the Closing Sale Price of the Common Stock Shares on the Business Trading Day immediately preceding preceding, but excluding, the time of announcement of declaration date for such issuancedistribution, the Exchange Rate will shall be adjusted increased based on the following formula (provided that formula: where ER1 = the Exchange Rate will be readjusted to in effect immediately after the extent that open of business on the Ex-Date for such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) where distribution; ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such issuancedistribution; OS0 = the number of shares of Common Stock Shares that would issued and outstanding immediately prior to the open of business on the Ex-Dividend Date for such issuancedistribution;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer Company as follows: (a) If the Parent Guarantor Issuer issues shares of Common Stock as a dividend or distribution on shares of the Common Stock to all holders of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where ER0 ER(0) ER'= ----- X OS' OS(0) where, ER(0) = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; ER1 event ER' = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; OS0 event OS(0) = the number of shares of Common Stock outstanding on the Ex-Dividend Date for immediately prior to such dividend or distribution, or the effective date of such share split or share combination, as applicable; and OS1 event OS' = the number of shares of Common Stock outstanding immediately after such event. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Ex-Dividend Date Business Day following the date fixed for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that timedetermination. If any dividend or distribution of the type described in this paragraph (aSection 15.05(a) is declared but not so paid or made, the Exchange Rate shall again be readjusted adjusted to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor Issuer issues to all or substantially all holders of its Common Stock any rights, warrants, options rights or other securities warrants entitling them such holders for a period of not more than 45 calendar days after the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise price per share shares of Common Stock or Stock, at a conversion price per share less than the Closing Last Reported Sale Price of Common Stock on the Business Day immediately preceding the time date of announcement of such issuance, the Exchange Rate will be adjusted based on the following formula formula: OS(0) + X ER'=ER(0) x --------- OS(0) + Y where, ER(0) = the Exchange Rate in effect immediately prior to such event ER' = the Exchange Rate in effect immediately after such event OS(0) = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights or warrants Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights divided by the average of the Last Reported Sale Prices of Common Stock over the ten consecutive Trading Day period ending on the Business Day immediately preceding the Stock Record Date for the issuance of such rights or warrants. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for such determination. To the extent that shares of Common Stock are not delivered prior to the expiration of such rights or warrants, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Exchange Rate shall again be adjusted to be the Exchange Rate that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Last Reported Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Issuer for such rights or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Company's Board of Directors. (provided that c) If the Issuer distributes shares of its capital stock, evidences of its indebtedness or other assets or property of the Issuer to all or substantially all holders of the Common Stock, excluding: (i) dividends or distributions and rights or warrants referred to in clause (a) or (b) above; and (ii) dividends or distributions paid exclusively in cash; then the Exchange Rate will be readjusted adjusted based on the following formula: SP(0) ER'=ER(0) x ----------- SP(0) - FMV where, ER(0) = the Exchange Rate in effect immediately prior to such distribution ER' = the extent that Exchange Rate in effect immediately after such rightsdistribution SP(0) = the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on the Business Day immediately preceding the ex-date for such distribution FMV = the fair market value (as determined by the Company's Board of Directors) of the shares of capital stock, warrantsevidences of indebtedness, optionsassets or property distributed with respect to each outstanding share of Common Stock on the Stock Record Date for such distribution. Such adjustment shall become effective immediately prior to 9:00 a.m., New York City time, on the Business Day following the date fixed for the determination of stockholders entitled to receive such distribution. With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution on the Common Stock or shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other securities or convertible securities are not exercised or converted business unit (a "SPIN-OFF") the Exchange Rate in effect immediately before 5:00 p.m., New York City time, on the Stock Record Date fixed for determination of stockholders entitled to receive the distribution will be increased based on the following formula: FMV(0) + MP(0) ER'=ER(0) x -------------- MP(0) where, ER(0) = the Exchange Rate in effect immediately prior to such distribution ER' = the expiration Exchange Rate in effect immediately after such distribution FMV(0) = the average of the exercisability Last Reported Sale Prices of the capital stock or convertibility thereof): ER1 similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first ten consecutive Trading Day period after the effective date of the Spin-Off MP(0) = ER0 × the average of the Last Reported Sale Prices of Common Stock over the first ten consecutive Trading Day period after the effective date of the Spin-Off. Such adjustment shall occur on the tenth Trading Day from, and including, the effective date of the Spin-Off. (OS0 + X)/(OS0 + Yd) where ER0 If the Issuer makes any cash dividend or distribution during any of the Issuer's quarterly fiscal period to all or substantially all holders of Common Stock, the Exchange Rate will be adjusted based on the following formula: SP(0) ER'=ER(0) x --------- SP(0) - C where, ER(0) = the Exchange Rate in effect immediately prior to the Ex-Dividend Stock Record Date for such issuance; ER1 dividend or distribution ER' = the Exchange Rate in effect immediately after the Stock Record Date for such dividend or distribution SP(0) = the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on the Business Day immediately preceding the ex-date for such dividend or distribution C = the amount in cash per share the Issuer dividends or distributes to holders of Common Stock. Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the date for such determination. (e) If the Issuer or any of its subsidiaries purchases shares of Common Stock pursuant to a tender or exchange offer which involves an aggregate per share consideration that exceeds the Last Reported Sale Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (such last date, the "EXPIRATION TIME"), the Exchange Rate will be adjusted based on the following formula: AC + (SP'xOS') ER'=ER(0) x -------------- OS(0) x SP' where, ER(0) = the Exchange Rate in effect on the date such tender or exchange offer expires ER' = the Exchange Rate in effect on the day next succeeding the date such tender or exchange offer expires AC = the aggregate value of all cash and immediately after any other consideration (as determined by the Ex-Dividend Date Company's Board of Directors) paid or payable for shares purchased in such issuance; OS0 tender or exchange offer OS(0) = the number of shares of Common Stock outstanding immediately prior to the Exdate such tender or exchange offer expires OS' = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires SP' = the average of the Last Reported Sale Prices of Common Stock over the ten consecutive Trading Day period commencing on the Trading Day next succeeding the date such tender or exchange offer expires. If the Issuer is obligated to purchase shares pursuant to any such tender or exchange offer, but the Issuer is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Exchange Rate shall again be adjusted to be the Exchange Rate that would then be in effect if such tender or exchange offer had not been made. If, however, the application of the foregoing formula would result in a decrease in the Exchange Rate, no adjustment to the Exchange Rate will be made. (f) Notwithstanding the foregoing provisions of this Section 14.05, no adjustment shall be made thereunder, nor shall an adjustment be made to the ability of a holder of a Note to exchange, for any distribution described therein if the holder will otherwise participate in the distribution without exchange of such holder's Notes. (g) The Company may (but is not required to) make such increases in the Exchange Rate, in addition to those required by clauses (a) through (e) of this Section 14.05 as the Company's Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or any similar event treated as such for income tax purposes. To the extent permitted by applicable law, the Company from time to time may increase the Exchange Rate by any amount for any period of at least 20 days if the Company's Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. (h) All calculations under this Article 14 shall be made by the Company and shall be made to the nearest cent or to the nearest one-Dividend ten thousandth (1/10,000) of a share, as the case may be. The Company will not be required to make an adjustment in the Exchange Rate unless the adjustment would require a change of at least 1% in the Exchange Rate. However, the Company will carry forward any adjustments that are less than 1% of the Exchange Rate and make such carried forward adjustments, regardless of whether aggregate adjustment is less than 1% within one year of the first such adjustment carried forward, upon redemption, upon a Fundamental Change or upon the Stated Maturity. To the extent the Notes become exchangeable into cash, assets or property (other than capital stock of the Issuer or securities to which Section 14.06 or 14.07 applies), no adjustment shall be made thereafter pursuant to this Section 14.05 as to the cash, assets or property. (i) Whenever the Exchange Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Exchange Agent other than the Trustee an Officers' Certificate setting forth the Exchange Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received such Officers' Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Exchange Rate and may assume that the last Exchange Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Exchange Rate setting forth the adjusted Exchange Rate and the date on which each adjustment becomes effective. The Company or, at the Company's request after the Company has prepared and delivered such notice to the Trustee, the Trustee in the name and at the expense of the Company, shall notify the holders of the adjustment to the Exchange Rate in the manner provided in Section 16.03, and the Company shall also publicly announce such information by publication on the Company's Web site or through such other public medium as it may use at such time. Any notice so given shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. Failure to deliver such notice shall not affect the legality or validity of any such adjustment. (j) In any case in which this Section 14.05 provides that an adjustment shall become effective immediately after (1) a record date or Stock Record Date for an event, (2) the date fixed for the determination of stockholders entitled to receive a dividend or distribution pursuant to Section 14.05(a), (3) a date fixed for the determination of stockholders entitled to receive rights or warrants pursuant to Section 14.05(b) or (4) the Expiration Time for any tender or exchange offer pursuant to Section 14.05(e), (each a "DETERMINATION DATE"), the Company may elect to defer until the occurrence of the applicable Adjustment Event (as hereinafter defined) (x) issuing to the holder of any Note exchanged after such issuance;Determination Date and before the occurrence of such Adjustment Event, the additional shares of Common Stock or other securities issuable upon such exchange by reason of the adjustment required by such Adjustment Event over and above the Common Stock issuable upon such exchange before giving effect to such adjustment and (y) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 14.03. For purposes of this Section 14.05(j), the term "ADJUSTMENT EVENT" shall mean:

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer as follows: (a) If the Parent Guarantor Company issues shares of Common Stock as a dividend or distribution on the Common Stock to all holders of Common Stock, or if the Parent Guarantor Company effects a share split or share combination, the Exchange Rate will be adjusted based on the following formula: ER1 = ER0 × OS1/OS1 / OS0 where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date open of such share split or share combination, as applicable; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; OS0 = the number of shares of Common Stock outstanding business on the Exex-Dividend Date dividend date for such dividend or distribution, or the effective date of such share split or share combination; ER1 = the new Exchange Rate in effect immediately after the open of business on the ex-dividend date for such dividend or distribution, as applicableor the effective date of such share split or share combination; OS0 = the number of shares of Common Stock outstanding immediately prior to giving effect to such dividend or distribution, or the effective date of such share split or share combination; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for immediately after giving effect to such dividend or distribution distribution, or the effective date of such share split or share combination. Any adjustment made pursuant to this paragraph (a) shall become effective as of the open of business on (x) the ex-dividend date for such dividend or other distribution or (y) the date on which such split or combination becomes effective, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution described in this paragraph (a) is declared but not so paid or made, the new Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor issues Company distributes to all holders of Common Stock any rights, warrants, warrants or options or other securities entitling them for a period of not more than 45 forty-five (45) days after the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereofStock, in either any case at an exercise price per share of Common Stock or a conversion price per share less than the Closing Sale Price of the Common Stock on the Business Day immediately preceding the time of announcement of such issuance, the Exchange Rate will be adjusted increased based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): formula: ER1 = ER0 × (OS0 + X)/(OS0 X) / (OS0 + Y) where ER0 = the Exchange Rate in effect immediately prior to the Exopen of business on the ex-Dividend Date dividend date for such issuancedistribution; ER1 = the new Exchange Rate in effect immediately on and immediately after the Exopen of business on the ex-Dividend Date dividend date for such issuancedistribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the Exopen of business on ex-Dividend Date dividend date for such issuancedistribution;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer Company as follows: (a) If the In case Parent Guarantor issues shares of shall issue Common Stock as a dividend or distribution on to holders of the outstanding Common Stock, or shall effect a subdivision into a greater number of shares of Common Stock to all holders or combination into a lesser number of shares of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will shall be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicableevent; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution, or the effective date of such share split or share combination, as applicable; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution described in this paragraph (a) is declared but not so paid or made, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor issues to all holders of Common Stock any rights, warrants, options or other securities entitling them for a period of not more than 45 days after the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise price per share of Common Stock or a conversion price per share less than the Closing Sale Price of Common Stock on the Business Day immediately preceding the time of announcement of such issuance, the Exchange Rate will be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) where ER0 ER’ = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for after such issuance; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such issuanceevent; OS0 = the number of shares of Common Stock outstanding immediately prior to such event; and OS’ = the Ex-Dividend Date number of shares of Common Stock outstanding immediately after such event. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the record date fixed for such determination. If any dividend or distribution of the type described in this Section 8.04(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Exchange Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Exchange Rate that would then be in effect if such dividend, distribution, subdivision or combination had not been declared. (b) In case Parent shall issue to all or substantially all holders of its outstanding Common Stock any rights, warrants or convertible securities entitling them (for a period expiring within sixty (60) calendar days after the issuance thereof) to subscribe for or purchase shares of Common Stock at a price per share less than the Last Reported Sale Price of the Common Stock on the Business Day immediately preceding the date of announcement of such issuance, the Exchange Rate shall be adjusted based on the following formula: where ER0 = the Exchange Rate in effect immediately prior to such event; ER’ = the Exchange Rate in effect immediately after such event; OS0 = the number of shares of Common Stock outstanding immediately prior to such event;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer as follows: (a) If the Parent Guarantor issues shares of the Common Stock as a dividend or distribution on the Common Stock to all holders of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where ER0 = the Exchange Rate in effect immediately prior to the Exex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution, or the effective date of such share split or share combination; ER1 = the new Exchange Rate in effect immediately after the ex-dividend date for such dividend or distribution, as applicableor the effective date of such share split or share combination; OS0 = the number of shares of Common Stock outstanding immediately prior to such dividend or distribution, or the effective date of such share split or share combination; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for immediately after such dividend or distribution distribution, or the effective date of such share split or share combination. Any adjustment made pursuant to this paragraph (a) shall become effective on the date that is immediately after (x) the ex-dividend date for such dividend or other distribution or (y) the date on which such split or combination becomes effective, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution described in this paragraph (a) is declared but not so paid or made, the new Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. If the Guarantor makes a dividend or distribution to all holders of Common Stock that allows holders to elect between cash and/or shares of Common Stock, adjustments to the Exchange Rate will be made pursuant to this Section 13.05(a) only, and shall be made as if the entire dividend amount declared by the Guarantor will be distributed in shares of Common Stock (notwithstanding the actual component of such distribution consisting of shares of Common Stock), and no further adjustments or readjustments shall be made with respect to such dividend or distribution. Notwithstanding the immediately preceding paragraph, in the event the number of shares of Common Stock to be delivered in connection with such dividend or distribution is determined based on an averaging period, the adjustment pursuant to this paragraph shall become effective on the date that is immediately after the last day of such averaging period. (b) If the Parent Guarantor issues distributes to all holders of Common Stock any rights, warrants, warrants or options or other securities entitling them for a period of not more than 45 forty-five (45) days after the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 for a period of not more than forty-five (45) days after the date of issuance thereof, in either case at an exercise price per share of Common Stock or a conversion price per share less than the Closing Sale Price of the Common Stock on the Business Day immediately preceding the time of announcement of such issuance, the Exchange Rate will be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): formula: ER1 = ER0 × (OS0 + X)/(OS0 + Y) where ER0 = the Exchange Rate in effect immediately prior to the Exex-Dividend Date dividend date for such issuancedistribution; ER1 = the new Exchange Rate in effect on and immediately after the Exex-Dividend Date dividend date for such issuancedistribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the Exex-Dividend Date dividend date for such issuancedistribution;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer Company if any of the following events occurs, except that the Company shall not make any adjustments to the Exchange Rate if Holders of the Notes are entitled to participate (other than in the case of (x) a Share Election Merger, (y) a share split or share combination or (z) a tender or exchange offer), at the same time and upon the same terms as follows:holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this ‎Section 14.04, without having to exchange their Notes, as if they held a number of shares of Common Stock equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (a) If the Parent Guarantor Reference Entity exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock to all holders of Common Stock, or if the Parent Guarantor Reference Entity effects a share split or share combination, the Exchange Rate will shall be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where where, ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for of such dividend or distribution distribution, or immediately prior to the effective date open of business on the Split/Combination Effective Date of such share split or share combination, as applicable; ER1 ER' = the Exchange Rate in effect on and immediately after the open of business on such Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicableSplit/Combination Effective Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Split/Combination Effective Date (before giving effect to any such dividend, distribution, split or combination); and OS' = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this ‎Section 14.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the effective date open of business on the Split/Combination Effective Date for such share split or share combination, as applicable; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution of the type described in this paragraph (a‎Section 14.04(a) is declared but not so paid or made, the Exchange Rate shall be readjusted immediately readjusted, effective as of the date the Reference Entity determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor Reference Entity issues to all or substantially all holders of the Common Stock any rights, warrants, options or warrants (other securities than pursuant to a stockholder rights or similar plan) entitling them them, for a period of not more than 45 calendar days after the announcement date of issuance thereof such issuance, to subscribe for or purchase shares of the Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise a price per share of Common Stock or a conversion price per share that is less than the Closing average of the Last Reported Sale Price Prices of the Common Stock on for the Business 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the time date of announcement of such issuance, the Exchange Rate will shall be adjusted increased based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rightsformula: where, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) where ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance; ER1 ER' = the Exchange Rate in effect on and immediately after the open of business on such Ex-Dividend Date for such issuanceDate; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date for such issuanceDate;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer Company as follows: (a) If the In case Parent Guarantor issues shares of shall issue Common Stock as a dividend or distribution on to holders of the outstanding Common Stock, or shall effect a subdivision into a greater number of shares of Common Stock to all holders or combination into a lesser number of shares of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will shall be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicablethe case may be; ER1 ER′ = the Exchange Rate in effect on and immediately after as of the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicablethe case may be; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for immediately prior to such dividend or distribution, or the effective date of such share split or share combination, as applicableevent; and OS1 OS′ = the number of shares of Common Stock outstanding immediately after such event. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Ex-Dividend Date Business Day following the record date fixed for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that timedetermination. If any dividend or distribution of the type described in this paragraph (aSection 8.04(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Exchange Rate shall be readjusted immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Exchange Rate that would then be in effect if such dividend dividend, distribution, subdivision or distribution combination had not been declared. (b) If the In case Parent Guarantor issues shall issue to all or substantially all holders of its outstanding Common Stock any rights, warrants, options warrants or other convertible securities entitling them (for a period of not more than 45 expiring within sixty (60) calendar days after the date of issuance thereof thereof) to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise price per share shares of Common Stock or at a conversion price per share less than the Closing Last Reported Sale Price of the Common Stock on the Business Day immediately preceding the time date of announcement of such issuance, the Exchange Rate will shall be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) formula: where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such issuancedistribution; ER1 ER′ = the Exchange Rate in effect on and immediately after as of the Ex-Dividend Date for such issuancedistribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Dividend Date for such issuanceevent;

Adjustment of Exchange Rate. (a) The Company will adjust the Exchange Rate shall be adjusted from time to time by if the Issuer as followsfollowing events occur: (a1) If the Parent Guarantor issues shares of Common Stock Shares as a dividend or distribution on the Common Stock Shares to all holders of the Common StockShares, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where x OS1 where, ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution distribution, or the effective date of such share split or share combination, as applicable; ER1 = the new Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution distribution, or the effective date of such share split or share combination, as applicable; OS0 = the number of shares of Common Stock Shares outstanding on immediately prior to the Ex-Dividend Date for such dividend or distribution, or the effective date of such share split or share combination, as applicable; and OS1 = the number of shares of Common Stock Shares outstanding on immediately after the Ex-Dividend Date for such dividend or distribution, as if such dividend or distribution occurred at that time, or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution described in this paragraph clause (a1) is declared but not so paid or made, the new Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if such the dividend or distribution had not been declared. (b2) If the Parent Guarantor issues to all holders of Common Stock Shares any rights, warrants, options or other securities entitling them for a period of not more than 45 60 days after the date of issuance thereof to subscribe for or purchase Common Stock Shares, or issues to all holders of Common Shares securities convertible into Common Stock within 45 Shares for a period of not more than 60 days after the date of issuance thereof, in either case at an exercise price per share of Common Stock Shares or a conversion an exchange price per share Common Share less than the Closing Sale Price of the Common Stock Shares on the Business Day immediately preceding the time of announcement of such issuance, the Exchange Rate will be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): formula: ER1 = ER0 × (x OS0 + X)/(OS0 X OS0 + Y) where Y where, ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such issuancethe distribution; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such issuancethe distribution; OS0 = the number of shares of Common Stock Shares outstanding immediately prior to the Ex-Dividend Date for such issuancethe distribution;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer Company as follows: (a) If the In case Parent Guarantor issues shares of shall issue Common Stock as a dividend or distribution on to holders of the outstanding Common Stock, or shall effect a subdivision into a greater number of shares of Common Stock to all holders or combination into a lesser number of shares of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will shall be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicablethe case may be; ER1 ER' = the Exchange Rate in effect on and immediately after as of the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicablethe case may be; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for immediately prior to such dividend or distribution, or the effective date of such share split or share combination, as applicableevent; and OS1 OS¢ = the number of shares of Common Stock outstanding immediately after such event. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Ex-Dividend Date Business Day following the record date fixed for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that timedetermination. If any dividend or distribution of the type described in this paragraph (aSection 8.04(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Exchange Rate shall be readjusted immediately readjusted, effective as of the date the Board of Trustees determines not to pay such dividend or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Exchange Rate that would then be in effect if such dividend dividend, distribution, subdivision or distribution combination had not been declared. (b) If the In case Parent Guarantor issues shall issue to all or substantially all holders of its outstanding Common Stock any rights, warrants, options warrants or other convertible securities entitling them (for a period of not more than 45 expiring within sixty (60) calendar days after the date of issuance thereof thereof) to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise price per share shares of Common Stock or at a conversion price per share less than the Closing Last Reported Sale Price of the Common Stock on the Business Day immediately preceding the time date of announcement of such issuance, the Exchange Rate will shall be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) formula: where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such issuancedistribution; ER1 ER¢ = the Exchange Rate in effect on and immediately after as of the Ex-Dividend Date for such issuancedistribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Dividend Date for such issuanceevent;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer Company if any of the following events occurs, except that the Company shall not make any adjustments to the Exchange Rate if Holders of the Notes are entitled to participate (other than in the case of (x) a Share Election Merger, (y) a share split or share combination or (z) a tender or exchange offer), at the same time and upon the same terms as follows:holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this ‎Section 14.04, without having to exchange their Notes, as if they held a number of shares of Common Stock equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. 84 (a) If the Parent Guarantor Reference Entity exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock to all holders of Common Stock, or if the Parent Guarantor Reference Entity effects a share split or share combination, the Exchange Rate will shall be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where where, ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for of such dividend or distribution distribution, or immediately prior to the effective date open of business on the Split/Combination Effective Date of such share split or share combination, as applicable; ER1 ER' = the Exchange Rate in effect on and immediately after the open of business on such Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicableSplit/Combination Effective Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Split/Combination Effective Date (before giving effect to any such dividend, distribution, split or combination); and OS' = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this ‎Section 14.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the effective date open of business on the Split/Combination Effective Date for such share split or share combination, as applicable; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution of the type described in this paragraph (a‎Section 14.04(a) is declared but not so paid or made, the Exchange Rate shall be readjusted immediately readjusted, effective as of the date the Reference Entity determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor Reference Entity issues to all or substantially all holders of the Common Stock any rights, warrants, options or warrants (other securities than pursuant to a stockholder rights or similar plan) entitling them them, for a period of not more than 45 calendar days after the announcement date of issuance thereof such issuance, to subscribe for or purchase shares of the Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise a price per share of Common Stock or a conversion price per share that is less than the Closing average of the Last Reported Sale Price Prices of the Common Stock on for the Business 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the time date of announcement of such issuance, the Exchange Rate will shall be adjusted increased based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rightsformula: where, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) where ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance; ER1 ER' = the Exchange Rate in effect on and immediately after the open of business on such Ex-Dividend Date for such issuanceDate; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date for such issuanceDate;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer as follows:Parent if any of the following events occurs following the time of Closing. (a) If the Parent Guarantor exclusively issues shares of Parent Common Stock as a dividend or distribution on all shares of the Common Stock to all holders of Parent Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will shall be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where where, ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend close of the business on the Record Date for of such dividend or distribution distribution, or immediately prior to the effective date open of business on the Effective Date of such share split or share combination, as applicable; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend close of business on such Record Date for or immediately after the open of business on such dividend or distribution or the effective date of such share split or share combinationEffective Date, as applicable; OS0 = the number of shares of Parent Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Date, as applicable, before giving effect to such dividend distribution shares split or share combination; and OS1 = the number of shares of Parent Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 5.03(a) shall become effective immediately after the close of business on the Ex-Dividend Record Date for such dividend or distribution, or immediately after the effective date open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 5.03(a) is declared but not so paid or made, or any share split or combination of the type described in this Section 5.03(a) is announced but the outstanding shares of Parent Common Stock are not split or combined, as the case may be, the Exchange Rate shall be immediately readjusted, effective as of the date the Parent Board determines not to pay such dividend or distribution, or not to split or combine the outstanding shares of Parent Common Stock, as the case may be, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared or such share split or combination had not been announced. (b) If the Parent issues to all holders of the Parent Common Stock any rights, options or warrants entitling them, for a period of not more than 45 calendar days after the date of such issuance, to subscribe for or purchase shares of the Parent Common Stock, at a price per share less than the average of the Last Reported Sale Prices of the Parent Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Exchange Rate will be increased based on the following formula: where, ER0 = the Exchange Rate in effect immediately prior to the close of business on the Record Date for such issuance; and OS1 ER1 = the Exchange Rate in effect immediately after the close of business on such Record Date; OS0 = the number of shares of Parent Common Stock outstanding immediately prior to the close of business on such Record Date; X = the total number of shares of Parent Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Parent Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Parent Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants. Any increase made under this Section 5.03(b) will be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend issuance. To the extent that such rights, options or distribution warrants are not exercised prior to their expiration or shares of Parent Common Stock are not delivered upon the effective expiration of such rights, options or warrants, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Parent Common Stock actually delivered. If such rights, options or warrants are not so issued, or if such rights, options or warrants are not exercised prior to their expiration, the Exchange Rate shall be decreased to be the Exchange Rate that would then be in effect if such issuance had not occurred. For purposes of this Section 5.03(b), in determining whether any rights, options or warrants entitle the holders of the Parent Common Stock to subscribe for or purchase shares of the Parent Common Stock at a price per share less than such average of the Last Reported Sale Prices of the Parent Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such shares of the Parent Common Stock, there shall be taken into account any consideration received by the Parent for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Parent Board. (c) If the Parent distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Parent or rights, options or warrants to acquire its Capital Stock or other securities, to all holders of the Parent Common Stock, excluding: (i) dividends or distributions, rights, options or warrants as to which an adjustment was effected pursuant to Section 5.03(a) or Section 5.03(b) hereof; (ii) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 5.03(d) hereof; and (iii) Spin-Offs as to which the provisions set forth below in this Section 5.03(c) shall apply; (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities of the Parent, the “Distributed Property”), then the Exchange Rate shall be increased based on the following formula: where, ER0 = the Exchange Rate in effect immediately prior to the close of business on the Record Date for such distribution; ER1 = the Exchange Rate in effect immediately after the close of business on such Record Date; SP0 = the average of the Last Reported Sale Prices of the Parent Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined by the Parent Board) of the Distributed Property with respect to each outstanding share split or share combination, as applicable, as if of the Parent Common Stock on the Record Date for such dividend, distribution, split or combination occurred at that time. Any increase made under the portion of this Section 5.03(c) above shall become effective immediately after the close of business on the Record Date for such distribution. If any dividend or such distribution described in this paragraph (a) is declared but not so paid or made, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. . Notwithstanding the foregoing, if “FMV” (bas defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall be entitled to receive at the time of Exchange of the Notes pursuant to Sections 2.01 and 5.02 hereof, in respect of each $1,000 principal amount thereof, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of shares of Parent Common Stock equal to the Exchange Rate in effect on the Record Date for the distribution. If the Parent Guarantor issues Board determines the “FMV” (as defined above) of any distribution for purposes of this Section 5.03(c) by reference to all holders the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Last Reported Sale Prices of the Parent Common Stock any rightsover the 10 consecutive Trading Day period ending on, warrantsand including, options or other securities entitling them for a period of not more than 45 days after the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise price per share of Common Stock or a conversion price per share less than the Closing Sale Price of Common Stock on the Business Trading Day immediately preceding the time Ex-Dividend Date for such distribution. With respect to an adjustment pursuant to this Section 5.03(c) where there has been a payment of announcement a dividend or other distribution on the Parent Common Stock of such issuanceshares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit or investment of the Parent that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Exchange Rate will be adjusted increased based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rightsformula: where, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such issuanceend of the Valuation Period (as defined below); ER1 = the Exchange Rate in effect on and immediately after the end of the Valuation Period; FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Parent Common Stock applicable to one share of the Parent Common Stock (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to Parent Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date for such issuanceof the Spin-Off (the “Valuation Period”); OS0 and MP0 = the average of the Last Reported Sale Prices of the Parent Common Stock over the Valuation Period. The adjustment to the Exchange Rate under the preceding paragraph shall occur on the last Trading Day of the Valuation Period; provided that in respect of any Exchange of Notes during the Valuation Period, references in the portion of this Section 5.03(c) related to Spin-Offs with respect to 10 Trading Days shall be deemed to be replaced with such lesser number of shares of Common Stock outstanding immediately prior to Trading Days as have elapsed between the Ex-Dividend Date of such Spin-Off and the Exchange Date in determining the Exchange Rate. For purposes of this Section 5.03(c) (and subject in all respect to Section 5.05), rights, options or warrants distributed by the Parent to all holders of the Parent Common Stock entitling them to subscribe for or purchase shares of the Parent’s Capital Stock, including Parent Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such issuance;shares of the Parent Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Parent Common Stock, shall be deemed not to have been distributed for purposes of this Section 5.03(c) (and no adjustment to the Exchange Rate under this Section 5.03(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exchange Rate shall be made under this Section 5.03(c). If any such right, option or warrant is subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Record Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Exchange Rate under this Section 5.03(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Exchange Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Exchange Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Parent Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Parent Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Exchange Rate shall be readjusted as if such rights, options and warrants had not been issued. For purposes of Section 5.03(a), Section 5.03(b) and this Section 5.03(c), if any dividend or distribution to which this Section 5.03(c) is applicable also includes one or both of:

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer as follows: (a) If the Parent Guarantor issues shares of Common Stock as a dividend or distribution on the Common Stock to all holders of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution, or the effective date of such share split or share combination; ER1 = the new Exchange Rate in effect immediately after the Ex-Dividend Date for such dividend or distribution, as applicableor the effective date of such share split or share combination; OS0 = the number of shares of Common Stock outstanding immediately prior to such Ex-Dividend Date, or effective date of such share split or share combination; and OS1 = the number of shares of Common Stock outstanding on the immediately prior to such Ex-Dividend Date for such dividend Date, or distribution or the effective date of such share split or share combination, as applicable, as if combination but after giving effect to such dividend, distribution, share split or combination occurred at that timeshare combination. If any dividend or distribution described in this paragraph (a) is declared but not so paid or made, the new Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if such dividend or distribution had not been declareddeclared or such subdivision or combination had not been announced. (b) If the Parent Guarantor issues distributes to all all, or substantially all, holders of Common Stock any rights, warrants, warrants or options or other securities entitling them for a period of not more than 45 60 days after the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 for a period of not more than 60 days after the date of issuance thereof, in either case at an exercise price per share of Common Stock or a conversion price per share less than the average of the Closing Sale Price Prices of Common Stock for the 10 consecutive Trading Day period ending on the Business Trading Day immediately preceding the time of announcement of such issuance, the Exchange Rate will be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) formula: where ER0 = ER0= the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such issuancedistribution; ER1 = the new Exchange Rate in effect on and immediately after the Ex-Dividend Date for such issuancedistribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Dividend Date for such issuancedistribution;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer Company as follows: (a) If the In case Parent Guarantor issues shares of shall issue Common Stock as a dividend or distribution on to holders of the outstanding Common Stock, or shall effect a subdivision into a greater number of shares of Common Stock to all holders or combination into a lesser number of shares of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will shall be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicablethe case may be; ER1 ER¢ = the Exchange Rate in effect on and immediately after as of the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicablethe case may be; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for immediately prior to such dividend or distribution, or the effective date of such share split or share combination, as applicableevent; and OS1 OS¢ = the number of shares of Common Stock outstanding immediately after such event. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Ex-Dividend Date Business Day following the record date fixed for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that timedetermination. If any dividend or distribution of the type described in this paragraph (aSection 8.04(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Exchange Rate shall be readjusted immediately readjusted, effective as of the date the Board of Trustees determines not to pay such dividend or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Exchange Rate that would then be in effect if such dividend dividend, distribution, subdivision or distribution combination had not been declared. (b) If the In case Parent Guarantor issues shall issue to all or substantially all holders of its outstanding Common Stock any rights, warrants, options warrants or other convertible securities entitling them (for a period of not more than 45 expiring within sixty (60) calendar days after the date of issuance thereof thereof) to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise price per share shares of Common Stock or at a conversion price per share less than the Closing Last Reported Sale Price of the Common Stock on the Business Day immediately preceding the time date of announcement of such issuance, the Exchange Rate will shall be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) formula: where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such issuancedistribution; ER1 ER¢ = the Exchange Rate in effect on and immediately after as of the Ex-Dividend Date for such issuancedistribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Dividend Date for such issuanceevent;

Adjustment of Exchange Rate. The Issuer shall adjust the Exchange Rate shall be adjusted from time to time by for the Issuer as followsfollowing events: (a) If the Parent Guarantor issues shares of Common Stock Shares as a dividend or distribution on the Common Stock to all holders of Common StockShares generally, or if the Parent Guarantor effects a share split or share combinationcombination with respect to its Common Shares, the Exchange Rate will shall be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where the Exchange Rate in effect immediately after the open of business on the Ex-Date for such dividend or distribution or the Effective Date of such share split or share combination, as the case may be; ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution or the effective date Effective Date of such share split or share combination, as applicablethe case may be; ER1 OS0 = the Exchange Rate in effect number of Common Shares outstanding immediately prior to the open of business on and immediately after the Ex-Dividend Date for such dividend or distribution or the Effective Date of such share split or share combination; and OS1 = the number of Common Shares that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or share combination, as the case may be. Any adjustment made under this clause (a) shall become effective date immediately after the open of business on such Ex-Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as applicable; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution, or the effective date of such share split or share combination, as applicable; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution of the type described in this paragraph clause (a) is declared but not so paid or made, the Exchange Rate shall be readjusted immediately readjusted, effective as of the date the Board of Directors or a committee thereof determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor issues distributes to all holders of its Common Stock Shares generally any rights, warrants, options or other securities warrants entitling them to purchase, for a period of not more than 45 calendar days after or less from the declaration date of issuance thereof to subscribe for or purchase such distribution, Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case Shares at an exercise price per share of Common Stock or a conversion price per share less than the Closing Sale Price of the Common Stock Shares on the Business Trading Day immediately preceding preceding, but excluding, the time of announcement of declaration date for such issuancedistribution, the Exchange Rate will shall be adjusted increased based on the following formula (provided that formula: ER1 = the Exchange Rate will be readjusted to in effect immediately after the extent that open of business on the Ex-Date for such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) where distribution; ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such issuancedistribution; OS0 = the number of shares of Common Stock Shares outstanding immediately prior to the open of business on the Ex-Dividend Date for such issuancedistribution;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer as follows: (a) If the Parent Guarantor issues shares of the Common Stock as a dividend or distribution on the Common Stock to all holders of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where ER0 = the Exchange Rate in effect immediately prior to the Exex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution, or the effective date of such share split or share combination; ER1 = the new Exchange Rate in effect immediately after the ex-dividend date for such dividend or distribution, as applicableor the effective date of such share split or share combination; OS0 = the number of shares of Common Stock outstanding immediately prior to such dividend or distribution, or the effective date of such share split or share combination; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for immediately after such dividend or distribution distribution, or the effective date of such share split or share combination. Any adjustment made pursuant to this paragraph (a) shall become effective on the date that is immediately after (x) the ex-dividend date for such dividend or other distribution or (y) the date on which such split or combination becomes effective, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution described in this paragraph (a) is declared but not so paid or made, the new Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor issues distributes to all holders of Common Stock any rights, warrants, warrants or options or other securities entitling them for a period of not more than 45 days after the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common Stock within for a period of not more than 45 days after the date of issuance thereof, in either case at an exercise price per share of Common Stock or a conversion price per share less than the Closing Sale Price of the Common Stock on the Business Day immediately preceding the time of announcement of such issuance, the Exchange Rate will be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): formula: ER1 = ER0 × (OS0 + X)/(OS0 + Y) where ER0 = the Exchange Rate in effect immediately prior to the Exex-Dividend Date dividend date for such issuancedistribution; ER1 = the new Exchange Rate in effect on and immediately after the Exex-Dividend Date dividend date for such issuancedistribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the Exex-Dividend Date dividend date for such issuancedistribution;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer Company as follows: (a) If the Parent Guarantor Issuer issues shares of Common Stock as a dividend or distribution on shares of the Common Stock to all holders of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will be adjusted based on the following formula: ER1 = ER0 ER’= ER 0 × OS1/OS0 where ER0 OS’ OS 0 where, ER 0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; ER1 event ER’ = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; OS0 event OS 0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for immediately prior to such dividend or distribution, or the effective date of such share split or share combination, as applicable; and OS1 event OS’ = the number of shares of Common Stock outstanding immediately after such event. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Ex-Dividend Date Business Day following the date fixed for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that timedetermination. If any dividend or distribution of the type described in this paragraph (aSection 15.05(a) is declared but not so paid or made, the Exchange Rate shall again be readjusted adjusted to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor Issuer issues to all or substantially all holders of its Common Stock any rights, warrants, options rights or other securities warrants entitling them such holders for a period of not more than 45 calendar days after the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise price per share shares of Common Stock or Stock, at a conversion price per share less than the Closing Last Reported Sale Price of Common Stock on the Business Day immediately preceding the time date of announcement of such issuance, the Exchange Rate will be adjusted based on the following formula formula: ER’=ER 0 × OS 0 + X OS 0 + Y where, ER 0 = the Exchange Rate in effect immediately prior to such event ER’ = the Exchange Rate in effect immediately after such event OS 0 = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights or warrants Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights divided by the average of the Last Reported Sale Prices of Common Stock over the ten consecutive Trading Day period ending on the Business Day immediately preceding the Stock Record Date for the issuance of such rights or warrants. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for such determination. To the extent that shares of Common Stock are not delivered prior to the expiration of such rights or warrants, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Exchange Rate shall again be adjusted to be the Exchange Rate that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Last Reported Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Issuer for such rights or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Company’s Board of Directors. (provided that c) If the Issuer distributes shares of its capital stock, evidences of its indebtedness or other assets or property of the Issuer to all or substantially all holders of the Common Stock, excluding: (i) dividends or distributions and rights or warrants referred to in clause (a) or (b) above; and (ii) dividends or distributions paid exclusively in cash; then the Exchange Rate will be readjusted adjusted based on the following formula: ER’=ER 0 × SP 0 SP 0 – FMV where, ER 0 = the Exchange Rate in effect immediately prior to such distribution ER’ = the extent that Exchange Rate in effect immediately after such rightsdistribution SP 0 = the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on the Business Day immediately preceding the ex-date for such distribution FMV = the fair market value (as determined by the Company’s Board of Directors) of the shares of capital stock, warrantsevidences of indebtedness, optionsassets or property distributed with respect to each outstanding share of Common Stock on the Stock Record Date for such distribution. Such adjustment shall become effective immediately prior to 9:00 a.m., New York City time, on the Business Day following the date fixed for the determination of stockholders entitled to receive such distribution. With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution on the Common Stock or shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other securities or convertible securities are not exercised or converted business unit (a “Spin-Off”) the Exchange Rate in effect immediately before 5:00 p.m., New York City time, on the Stock Record Date fixed for determination of stockholders entitled to receive the distribution will be increased based on the following formula: ER’=ER 0 × FMV 0 + MP 0 MP 0 where, ER 0 = the Exchange Rate in effect immediately prior to such distribution ER’ = the expiration Exchange Rate in effect immediately after such distribution FMV 0 = the average of the exercisability Last Reported Sale Prices of the capital stock or convertibility thereof): ER1 similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first ten consecutive Trading Day period after the effective date of the Spin-Off MP 0 = ER0 the average of the Last Reported Sale Prices of Common Stock over the first ten consecutive Trading Day period after the effective date of the Spin-Off. Such adjustment shall occur on the tenth Trading Day from, and including, the effective date of the Spin-Off. (d) If the Issuer makes any cash dividend or distribution during any of the Issuer’s quarterly fiscal period to all or substantially all holders of Common Stock, the Exchange Rate will be adjusted based on the following formula: ER’=ER 0 × (OS0 + X)/(OS0 + Y) where ER0 SP 0 SP 0 – C where, ER 0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Stock Record Date for such issuance; ER1 dividend or distribution ER’ = the Exchange Rate in effect immediately after the Stock Record Date for such dividend or distribution SP 0 = the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on the Business Day immediately preceding the ex-date for such dividend or distribution C = the amount in cash per share the Issuer dividends or distributes to holders of Common Stock. Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the date for such determination. (e) If the Issuer or any of its subsidiaries purchases shares of Common Stock pursuant to a tender or exchange offer which involves an aggregate per share consideration that exceeds the Last Reported Sale Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (such last date, the “Expiration Time”), the Exchange Rate will be adjusted based on the following formula: ER’=ER 0 × AC + (SP’×OS’) OS 0 × SP’ where, ER 0 = the Exchange Rate in effect on the date such tender or exchange offer expires ER’ = the Exchange Rate in effect on the day next succeeding the date such tender or exchange offer expires AC = the aggregate value of all cash and immediately after any other consideration (as determined by the Ex-Dividend Date Company’s Board of Directors) paid or payable for shares purchased in such issuance; OS0 tender or exchange offer OS 0 = the number of shares of Common Stock outstanding immediately prior to the Exdate such tender or exchange offer expires OS’ = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires SP’ = the average of the Last Reported Sale Prices of Common Stock over the ten consecutive Trading Day period commencing on the Trading Day next succeeding the date such tender or exchange offer expires. If the Issuer is obligated to purchase shares pursuant to any such tender or exchange offer, but the Issuer is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Exchange Rate shall again be adjusted to be the Exchange Rate that would then be in effect if such tender or exchange offer had not been made. If, however, the application of the foregoing formula would result in a decrease in the Exchange Rate, no adjustment to the Exchange Rate will be made. (f) Notwithstanding the foregoing provisions of this Section 14.05, no adjustment shall be made thereunder, nor shall an adjustment be made to the ability of a holder of a Note to exchange, for any distribution described therein if the holder will otherwise participate in the distribution without exchange of such holder’s Notes. (g) The Company may (but is not required to) make such increases in the Exchange Rate, in addition to those required by clauses (a) through (e) of this Section 14.05 as the Company’s Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or any similar event treated as such for income tax purposes. To the extent permitted by applicable law, the Company from time to time may increase the Exchange Rate by any amount for any period of at least 20 days if the Company’s Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. (h) All calculations under this Article 14 shall be made by the Company and shall be made to the nearest cent or to the nearest one-Dividend ten thousandth (1/10,000) of a share, as the case may be. The Company will not be required to make an adjustment in the Exchange Rate unless the adjustment would require a change of at least 1% in the Exchange Rate. However, the Company will carry forward any adjustments that are less than 1% of the Exchange Rate and make such carried forward adjustments, regardless of whether aggregate adjustment is less than 1% within one year of the first such adjustment carried forward, upon redemption, upon a Fundamental Change or upon the Stated Maturity. To the extent the Notes become exchangeable into cash, assets or property (other than capital stock of the Issuer or securities to which Section 14.06 or 14.07 applies), no adjustment shall be made thereafter pursuant to this Section 14.05 as to the cash, assets or property. (i) Whenever the Exchange Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Exchange Agent other than the Trustee an Officers’ Certificate setting forth the Exchange Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received such Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Exchange Rate and may assume that the last Exchange Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Exchange Rate setting forth the adjusted Exchange Rate and the date on which each adjustment becomes effective. The Company or, at the Company’s request after the Company has prepared and delivered such notice to the Trustee, the Trustee in the name and at the expense of the Company, shall notify the holders of the adjustment to the Exchange Rate in the manner provided in Section 16.03, and the Company shall also publicly announce such information by publication on the Company’s Web site or through such other public medium as it may use at such time. Any notice so given shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. Failure to deliver such notice shall not affect the legality or validity of any such adjustment. (j) In any case in which this Section 14.05 provides that an adjustment shall become effective immediately after (1) a record date or Stock Record Date for an event, (2) the date fixed for the determination of stockholders entitled to receive a dividend or distribution pursuant to Section 14.05(a), (3) a date fixed for the determination of stockholders entitled to receive rights or warrants pursuant to Section 14.05(b) or (4) the Expiration Time for any tender or exchange offer pursuant to Section 14.05(e), (each a “Determination Date”), the Company may elect to defer until the occurrence of the applicable Adjustment Event (as hereinafter defined) (x) issuing to the holder of any Note exchanged after such issuance;Determination Date and before the occurrence of such Adjustment Event, the additional shares of Common Stock or other securities issuable upon such exchange by reason of the adjustment required by such Adjustment Event over and above the Common Stock issuable upon such exchange before giving effect to such adjustment and (y) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 14.03. For purposes of this Section 14.05(j), the term “Adjustment Event” shall mean:

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer as follows: (a) If the Parent Guarantor issues shares of the Common Stock as a dividend or distribution on the Common Stock to all holders of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will be adjusted based on the following formula: ER1 = ER0 × ER0× OS1/OS0 where ER0 = the Exchange Rate in effect immediately prior to the Exex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution, or the effective date of such share split or share combination; ER1 = the new Exchange Rate in effect immediately after the ex-dividend date for such dividend or distribution, as applicableor the effective date of such share split or share combination; OS0 = the number of shares of Common Stock outstanding immediately prior to such dividend or distribution, or the effective date of such share split or share combination; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for immediately after such dividend or distribution distribution, or the effective date of such share split or share combination. Any adjustment made pursuant to this paragraph (a) shall become effective on the date that is immediately after (x) the ex-dividend date for such dividend or other distribution or (y) the date on which such split or combination becomes effective, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution described in this paragraph (a) is declared but not so paid or made, the new Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor issues distributes to all holders of Common Stock any rights, warrants, warrants or options or other securities entitling them for a period of not more than 45 days after the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common Stock within for a period of not more than 45 days after the date of issuance thereof, in either case at an exercise price per share of Common Stock or a conversion price per share less than the Closing Sale Price of the Common Stock on the Business Day immediately preceding the time of announcement of such issuance, the Exchange Rate will be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): formula: ER1 = ER0 × ER0× (OS0 + X)/(OS0 + Y) where ER0 = the Exchange Rate in effect immediately prior to the Exex-Dividend Date dividend date for such issuancedistribution; ER1 = the new Exchange Rate in effect on and immediately after the Exex-Dividend Date dividend date for such issuancedistribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the Exex-Dividend Date dividend date for such issuancedistribution;

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer Company as follows: (a) If the Parent Guarantor Issuer issues shares of Common Stock as a dividend or distribution on shares of the Common Stock to all holders of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will be adjusted based on the following formula: ER1 = ER’= ER0 × OS1/OS’ OS0 where where, ER0 ER’ = = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; ER1 = event the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; event OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for immediately prior to such dividend or distribution, or the effective date of such share split or share combination, as applicable; and OS1 event OS’ = the number of shares of Common Stock outstanding immediately after such event. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Ex-Dividend Date Business Day following the date fixed for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that timedetermination. If any dividend or distribution of the type described in this paragraph (aSection 15.05(a) is declared but not so paid or made, the Exchange Rate shall again be readjusted adjusted to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor Issuer issues to all or substantially all holders of its Common Stock any rights, warrants, options rights or other securities warrants entitling them such holders for a period of not more than 45 calendar days after the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise price per share shares of Common Stock or Stock, at a conversion price per share less than the Closing Last Reported Sale Price of Common Stock on the Business Day immediately preceding the time date of announcement of such issuance, the Exchange Rate will be adjusted based on the following formula formula: ER’=ER0 × OS0 + X OS0 + Y where, ER0 ER’ = = the Exchange Rate in effect immediately prior to such event the Exchange Rate in effect immediately after such event OS0 = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights or warrants Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights divided by the average of the Last Reported Sale Prices of Common Stock over the ten consecutive Trading Day period ending on the Business Day immediately preceding the Stock Record Date for the issuance of such rights or warrants. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for such determination. To the extent that shares of Common Stock are not delivered prior to the expiration of such rights or warrants, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Exchange Rate shall again be adjusted to be the Exchange Rate that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Last Reported Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Issuer for such rights or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Company’s Board of Directors. (provided that c) If the Issuer distributes shares of its capital stock, evidences of its indebtedness or other assets or property of the Issuer to all or substantially all holders of the Common Stock, excluding: (i) dividends or distributions and rights or warrants referred to in clause (a) or (b) above; and (ii) dividends or distributions paid exclusively in cash; then the Exchange Rate will be readjusted adjusted based on the following formula: ER’=ER0 × XX0 XX0 – FMV where, ER0 = the Exchange Rate in effect immediately prior to such distribution ER’ = the extent that Exchange Rate in effect immediately after such rightsdistribution SP0 = the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on the Business Day immediately preceding the ex-date for such distribution FMV = the fair market value (as determined by the Company’s Board of Directors) of the shares of capital stock, warrantsevidences of indebtedness, optionsassets or property distributed with respect to each outstanding share of Common Stock on the Stock Record Date for such distribution. Such adjustment shall become effective immediately prior to 9:00 a.m., New York City time, on the Business Day following the date fixed for the determination of stockholders entitled to receive such distribution. With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution on the Common Stock or shares of capital stock of any class or series, or similar equity interest, of or relating to a subsidiary or other securities or convertible securities are not exercised or converted business unit (a “Spin-Off”) the Exchange Rate in effect immediately before 5:00 p.m., New York City time, on the Stock Record Date fixed for determination of stockholders entitled to receive the distribution will be increased based on the following formula: ER’=ER0 × FMV0 + MP0 MP0 where, ER0 = the Exchange Rate in effect immediately prior to such distribution ER’ = the expiration Exchange Rate in effect immediately after such distribution FMV0 = the average of the exercisability Last Reported Sale Prices of the capital stock or convertibility thereof): ER1 similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first ten consecutive Trading Day period after the effective date of the Spin-Off MP0 = ER0 the average of the Last Reported Sale Prices of Common Stock over the first ten consecutive Trading Day period after the effective date of the Spin-Off. Such adjustment shall occur on the tenth Trading Day from, and including, the effective date of the Spin-Off. (d) If the Issuer makes any cash dividend or distribution during any of the Issuer’s quarterly fiscal period to all or substantially all holders of Common Stock, the Exchange Rate will be adjusted based on the following formula: ER’=ER0 × (OS0 + X)/(OS0 + Y) where XX0 XX0 – C where, ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Stock Record Date for such issuance; ER1 dividend or distribution ER’ = the Exchange Rate in effect immediately after the Stock Record Date for such dividend or distribution SP0 = the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on the Business Day immediately preceding the ex-date for such dividend or distribution C = the amount in cash per share the Issuer dividends or distributes to holders of Common Stock. Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the date for such determination. (e) If the Issuer or any of its subsidiaries purchases shares of Common Stock pursuant to a tender or exchange offer which involves an aggregate per share consideration that exceeds the Last Reported Sale Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (such last date, the “Expiration Time”), the Exchange Rate will be adjusted based on the following formula: ER’=ER0 × AC + (SP’×OS’) OS0 × SP’ where, ER0 = the Exchange Rate in effect on the date such tender or exchange offer expires ER’ = the Exchange Rate in effect on the day next succeeding the date such tender or exchange offer expires AC = the aggregate value of all cash and immediately after any other consideration (as determined by the Ex-Dividend Date Company’s Board of Directors) paid or payable for shares purchased in such issuance; tender or exchange offer OS0 = the number of shares of Common Stock outstanding immediately prior to the Exdate such tender or exchange offer expires OS’ = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires SP’ = the average of the Last Reported Sale Prices of Common Stock over the ten consecutive Trading Day period commencing on the Trading Day next succeeding the date such tender or exchange offer expires. If the Issuer is obligated to purchase shares pursuant to any such tender or exchange offer, but the Issuer is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Exchange Rate shall again be adjusted to be the Exchange Rate that would then be in effect if such tender or exchange offer had not been made. If, however, the application of the foregoing formula would result in a decrease in the Exchange Rate, no adjustment to the Exchange Rate will be made. (f) Notwithstanding the foregoing provisions of this Section 14.05, no adjustment shall be made thereunder, nor shall an adjustment be made to the ability of a holder of a Note to exchange, for any distribution described therein if the holder will otherwise participate in the distribution without exchange of such holder’s Notes. (g) The Company may (but is not required to) make such increases in the Exchange Rate, in addition to those required by clauses (a) through (e) of this Section 14.05 as the Company’s Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or any similar event treated as such for income tax purposes. To the extent permitted by applicable law, the Company from time to time may increase the Exchange Rate by any amount for any period of at least 20 days if the Company’s Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. (h) All calculations under this Article 14 shall be made by the Company and shall be made to the nearest cent or to the nearest one-Dividend ten thousandth (1/10,000) of a share, as the case may be. The Company will not be required to make an adjustment in the Exchange Rate unless the adjustment would require a change of at least 1% in the Exchange Rate. However, the Company will carry forward any adjustments that are less than 1% of the Exchange Rate and make such carried forward adjustments, regardless of whether aggregate adjustment is less than 1% within one year of the first such adjustment carried forward, upon redemption, upon a Fundamental Change or upon the Stated Maturity. To the extent the Notes become exchangeable into cash, assets or property (other than capital stock of the Issuer or securities to which Section 14.06 or 14.07 applies), no adjustment shall be made thereafter pursuant to this Section 14.05 as to the cash, assets or property. (i) Whenever the Exchange Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Exchange Agent other than the Trustee an Officers’ Certificate setting forth the Exchange Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received such Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Exchange Rate and may assume that the last Exchange Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Exchange Rate setting forth the adjusted Exchange Rate and the date on which each adjustment becomes effective. The Company or, at the Company’s request after the Company has prepared and delivered such notice to the Trustee, the Trustee in the name and at the expense of the Company, shall notify the holders of the adjustment to the Exchange Rate in the manner provided in Section 16.03, and the Company shall also publicly announce such information by publication on the Company’s Web site or through such other public medium as it may use at such time. Any notice so given shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. Failure to deliver such notice shall not affect the legality or validity of any such adjustment. (j) In any case in which this Section 14.05 provides that an adjustment shall become effective immediately after (1) a record date or Stock Record Date for an event, (2) the date fixed for the determination of stockholders entitled to receive a dividend or distribution pursuant to Section 14.05(a), (3) a date fixed for the determination of stockholders entitled to receive rights or warrants pursuant to Section 14.05(b) or (4) the Expiration Time for any tender or exchange offer pursuant to Section 14.05(e), (each a “Determination Date”), the Company may elect to defer until the occurrence of the applicable Adjustment Event (as hereinafter defined) (x) issuing to the holder of any Note exchanged after such issuance;Determination Date and before the occurrence of such Adjustment Event, the additional shares of Common Stock or other securities issuable upon such exchange by reason of the adjustment required by such Adjustment Event over and above the Common Stock issuable upon such exchange before giving effect to such adjustment and (y) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 14.03. For purposes of this Section 14.05(j), the term “Adjustment Event” shall mean:

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Issuer as follows: (a) If the Parent Guarantor issues shares of Common Stock as a dividend or distribution on the Common Stock to all holders of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will be adjusted based on the following formula: ER1 = ER0 × OS1/x OS1 OS0 where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution, or the effective date of such share split or share combination; ER1 = the new Exchange Rate in effect immediately after the Ex-Dividend Date for such dividend or distribution, as applicableor the effective date of such share split or share combination; OS0 = the number of shares of Common Stock outstanding immediately prior to such Ex-Dividend date, or effective date of such share split or share combination; and OS1 = the number of shares of Common Stock outstanding on the immediately prior to such Ex-Dividend Date for such dividend date, or distribution or the effective date of such share split or share combination, as applicable, as if combination but after giving effect to such dividend, distribution, share split or combination occurred at that timeshare combination. If any dividend or distribution described in this paragraph (a) is declared but not so paid or made, the new Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor issues distributes to all all, or substantially all, holders of Common Stock any rights, warrants, warrants or options or other securities entitling them for a period of not more than 45 60 days after the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 for a period of not more than 60 days after the date of issuance thereof, in either case at an exercise price per share of Common Stock or a conversion price per share less than the average of the Closing Sale Price Prices of Common Stock for the 10 consecutive Trading Day period ending on the Business Day immediately preceding the time of announcement of such issuance, the Exchange Rate will be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): formula: ER1 = ER0 × x (OS0 + X)/(OS0 + X) (OS0 +Y) where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such issuancedistribution; ER1 = the new Exchange Rate in effect on and immediately after the Ex-Dividend Date for such issuancedistribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Dividend Date for such issuancedistribution;