Common use of Affected Parties Clause in Contracts

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Master Confirmation enclosed for that purpose and returning it to us. Very truly yours, XXXXXXX XXXXX INTERNATIONAL By: Name: Title: Confirmed as of the date first above written: OPENWAVE SYSTEMS INC. By: Name: Title: Acknowledged and agreed as to matters relating to the Agent: XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED, solely in its capacity as Agent hereunder By: Name: Title: EXHIBIT A FORM OF SUPPLEMENTAL CONFIRMATION Supplemental Confirmation of OTC VWAP Minus Date: ML Ref: To: Openwave Systems Inc. (“Counterparty”) Attention: Xxx Xxxxxx From: Xxxxxxx Xxxxx International (“MLI”) Xxxxxxx Xxxxx Financial Centre 0 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ Dear Sir / Madam: Capitalized terms used herein, unless defined herein, have the meanings set forth in the Master Confirmation of OTC VWAP Minus between Counterparty and MLI, dated as of January 30, 2007. The purpose of this Supplemental Confirmation is to confirm the terms and conditions of a Transaction under the Master Confirmation. The terms of the Transaction to which the Supplemental Confirmation relates are as follows: Trade Date: Prepayment Amount: Prepayment Date: Valuation Date: First Acceleration Date: Settlement Price Adjustment Amount: Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Supplemental Confirmation enclosed for that purpose and returning it to us. Very truly yours, XXXXXXX XXXXX INTERNATIONAL By: Name: Title: Confirmed as of the date first above written: OPENWAVE SYSTEMS INC. By: Name: Title: Acknowledged and agreed as to matters relating to the Agent: XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED, solely in its capacity as Agent xxxxxxxxx By: Name: Title: EXHIBIT B GUARANTEE OF XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Openwave Systems Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“MLI”), under the terms of the Master Confirmation of OTC VWAP Minus between the Company and MLI, dated as of January 30, 2007 (with the Supplemental Confirmations thereto, the “Agreement”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of MLI punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of MLI or otherwise, all as though such payment had not been made. This is a guarantee of payment in full, not collection. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Agreement; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against MLI or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Agreement. This Guarantee shall continue to be effective if MLI merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of MLI; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against MLI. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Agreement, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of MLI under the Agreement entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the Agreement, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please Counterparty hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of our the agreement between Dealer and Counterparty with respect to the Transaction, by executing manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy of this Master Confirmation enclosed for that purpose and returning it to usCredit Suisse, New York branch, Exxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, Facsimile No. Very truly yours(000) 000-0000. Yours faithfully, XXXXXXX XXXXX CREDIT SUISSE INTERNATIONAL By Its agent: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Assistant Vice President Complex Product Support By: /s/ Axxxxx Xxxxxx Name: Axxxxx Xxxxxx Title: Vice President Complex Product Support CREDIT SUISSE, NEW YORK BRANCH, AS AGENT FOR CREDIT SUISSE INTERNATIONAL By: /s/ Axxxxx Xxxxxx Name: Axxxxx Xxxxxx Title: Confirmed as of the date first above written: OPENWAVE SYSTEMS INC. Vice President Complex Product Support By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Acknowledged Assistant Vice President Complex Product Support Agreed and agreed as to matters relating to the Agent: XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED, solely in its capacity as Agent hereunder Accepted By: GENERAL CABLE CORPORATION By: /s/ Rxxxxx X. Xxxxxx Name: Rxxxxx X. Xxxxxx Title: EXHIBIT Executive Vice President, General Counsel and Secretary OTC Warrant Confirmation Annex A FORM OF SUPPLEMENTAL CONFIRMATION Supplemental Confirmation of OTC Relevant Date VWAP Minus Date: ML Ref: To: Openwave Systems Inc. (“Counterparty”) Attention: Xxx Xxxxxx From: Xxxxxxx Xxxxx International (“MLI”) Xxxxxxx Xxxxx Financial Centre 0 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ Dear Sir / Madam: Capitalized terms used herein, unless defined herein, have the meanings set forth in the Master Confirmation of OTC VWAP Minus between Counterparty and MLI, dated as of January 30, 2007. The purpose of this Supplemental Confirmation is to confirm the terms and conditions of a Transaction under the Master Confirmation. The terms of the Transaction to which the Supplemental Confirmation relates are as follows: Trade Date: Prepayment Amount: Prepayment Date: Valuation Date: First Acceleration Date: Settlement 15-Nov- 15-May- 15-Nov- 15-May- 15-Nov- 15-May- 15-Nov- 15-May- 15-Nov- 15-May- 15-Nov- 15-May- 15-Nov- 15-May- 15-Nov- Price Adjustment Amount: Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Supplemental Confirmation enclosed for that purpose and returning it to us. Very truly yours, XXXXXXX XXXXX INTERNATIONAL By: Name: Title: Confirmed as of the date first above written: OPENWAVE SYSTEMS INC. By: Name: Title: Acknowledged and agreed as to matters relating to the Agent: XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED, solely in its capacity as Agent xxxxxxxxx By: Name: Title: EXHIBIT B GUARANTEE OF XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Openwave Systems Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“MLI”), under the terms of the Master Confirmation of OTC VWAP Minus between the Company and MLI, dated as of January 30, 2007 (with the Supplemental Confirmations thereto, the “Agreement”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of MLI punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of MLI or otherwise, all as though such payment had not been made. This is a guarantee of payment in full, not collection. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Agreement; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against MLI or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Agreement. This Guarantee shall continue to be effective if MLI merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of MLI; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against MLI. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Agreement, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of MLI under the Agreement entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the Agreement, according to its terms.06 07 07 08 08 09 09 10 10 11 11 12 12 13 13 $ 39.50 0.393 0.466 0.437 0.408 0.377 0.345 0.311 0.275 0.216 0.179 0.134 0.088 0.044 0.008 0.000 $ 40.00 0.397 0.469 0.440 0.411 0.381 0.349 0.315 0.278 0.220 0.183 0.138 0.091 0.045 0.009 0.000 $ 45.00 0.434 0.501 0.473 0.445 0.415 0.383 0.350 0.314 0.255 0.217 0.170 0.119 0.067 0.018 0.000 $ 50.00 0.468 0.529 0.502 0.475 0.446 0.415 0.382 0.346 0.288 0.249 0.201 0.148 0.091 0.032 0.000 $ 55.00 0.498 0.554 0.528 0.501 0.474 0.444 0.412 0.377 0.319 0.281 0.232 0.178 0.118 0.050 0.001 $ 60.00 0.525 0.576 0.551 0.526 0.499 0.470 0.439 0.405 0.348 0.310 0.263 0.208 0.146 0.073 0.004 $ 65.00 0.550 0.596 0.573 0.548 0.522 0.494 0.464 0.431 0.376 0.339 0.292 0.237 0.175 0.098 0.012 $ 70.00 0.572 0.615 0.592 0.568 0.543 0.516 0.487 0.455 0.402 0.365 0.319 0.266 0.204 0.127 0.029 $ 75.00 0.593 0.632 0.610 0.587 0.563 0.536 0.508 0.477 0.426 0.390 0.346 0.294 0.233 0.156 0.055 $ 80.00 0.562 0.597 0.576 0.554 0.531 0.505 0.478 0.448 0.398 0.364 0.321 0.270 0.212 0.137 0.039 $ 85.00 0.523 0.556 0.535 0.514 0.491 0.467 0.441 0.412 0.363 0.330 0.288 0.240 0.183 0.112 0.023 $ 90.00 0.489 0.519 0.499 0.479 0.457 0.433 0.408 0.380 0.334 0.301 0.261 0.214 0.160 0.093 0.014 $ 100.00 0.433 0.458 0.440 0.421 0.400 0.378 0.355 0.329 0.285 0.255 0.218 0.175 0.126 0.066 0.008 $ 110.00 0.388 0.409 0.392 0.374 0.355 0.335 0.313 0.288 0.248 0.220 0.185 0.146 0.102 0.050 0.006 $ 120.00 0.352 0.370 0.353 0.337 0.319 0.300 0.279 0.256 0.219 0.192 0.161 0.125 0.085 0.040 0.005 $ 130.00 0.321 0.337 0.321 0.306 0.289 0.271 0.251 0.230 0.195 0.171 0.141 0.108 0.073 0.034 0.005 $ 140.00 0.296 0.309 0.295 0.280 0.264 0.247 0.229 0.209 0.176 0.153 0.126 0.096 0.063 0.030 0.005 $ 150.00 0.274 0.285 0.272 0.258 0.243 0.227 0.209 0.191 0.160 0.138 0.113 0.086 0.056 0.027 0.004

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Master Confirmation enclosed for that purpose and returning it to us. Very truly yours, XXXXXXX XXXXX MXXXXXX LXXXX INTERNATIONAL By: Name: Title: Confirmed as of the date first above written: OPENWAVE SYSTEMS INC. AFLAC INCORPORATED By: Name: Title: Acknowledged and agreed as to matters relating to the Agent: XXXXXXX MXXXXXX XXXXX, XXXXXX, XXXXXX FXXXXX & XXXXX SXXXX INCORPORATED, solely in its capacity as Agent hereunder By: Name: Title: EXHIBIT A FORM OF SUPPLEMENTAL CONFIRMATION Supplemental Confirmation of OTC ASAP Minus (VWAP Minus Pricing) Date: ML Ref: To: Openwave Systems Inc. (“Counterparty”) Attention: Xxx Xxxxxx From: Xxxxxxx Xxxxx Mxxxxxx Lxxxx International (“MLI”) Xxxxxxx Xxxxx Mxxxxxx Lxxxx Financial Centre 0 2 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ Dear Sir / Madam: Capitalized terms used herein, unless defined herein, have the meanings set forth in the Master Confirmation of OTC VWAP ASAP Minus between Counterparty and MLI, dated as of January 30February 4, 20072008. The purpose of this Supplemental Confirmation is to confirm the terms and conditions of a Transaction under the Master Confirmation. The terms of the Transaction to which the Supplemental Confirmation relates are as follows: Trade Date: Prepayment AmountInitial Share Price: Prepayment Date: $ Scheduled Valuation Date: First Acceleration Date: Number of Shares: Aggregate Adjustment Amount: Ordinary Dividend Amount: Scheduled Ex-dividend Date: Settlement Price Adjustment Amount: Account Details: Account for payments to Counterparty: Account for payment to MLI: Address for notices or communications to Counterparty for all purposes: Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Supplemental Confirmation enclosed for that purpose and returning it to us. Very truly yours, XXXXXXX XXXXX MXXXXXX LXXXX INTERNATIONAL By: Name: Title: Confirmed as of the date first above written: OPENWAVE SYSTEMS INC. AFLAC INCORPORATED By: Name: Title: Acknowledged and agreed as to matters relating to the Agent: XXXXXXX LYNCHMXXXXXX XXXXX, XXXXXX, XXXXXX FXXXXX & XXXXX SXXXX INCORPORATED, solely in its capacity as Agent xxxxxxxxx hereunder By: Name: Title: EXHIBIT B GUARANTEE OF XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Openwave Systems Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“MLI”), under the terms of the Master Confirmation of OTC VWAP Minus between the Company and MLI, dated as of January 30, 2007 (with the Supplemental Confirmations thereto, the “Agreement”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of MLI punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of MLI or otherwise, all as though such payment had not been made. This is a guarantee of payment in full, not collection. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Agreement; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against MLI or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Agreement. This Guarantee shall continue to be effective if MLI merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of MLI; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against MLI. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Agreement, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of MLI under the Agreement entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the Agreement, according to its terms.:

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please Counterparty hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of our the agreement between Dealer and Counterparty with respect to the Transaction, by executing manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy of this Master Confirmation enclosed for that purpose and returning it to usCredit Suisse, New York branch, Exxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, Facsimile No. Very truly yours(000) 000-0000. Yours faithfully, XXXXXXX XXXXX CREDIT SUISSE INTERNATIONAL By Its agent: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Assistant Vice President Complex Product Support By: /s/ Axxxxx Xxxxxx Name: Axxxxx Xxxxxx Title: Vice President Complex Product Support CREDIT SUISSE, NEW YORK BRANCH, AS AGENT FOR CREDIT SUISSE INTERNATIONAL By: /s/ Axxxxx Xxxxxx Name: Axxxxx Xxxxxx Title: Confirmed as of the date first above written: OPENWAVE SYSTEMS INC. Vice President Complex Product Support By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Acknowledged Assistant Vice President Complex Product Support Agreed and agreed as to matters relating to the Agent: XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED, solely in its capacity as Agent hereunder Accepted By: GENERAL CABLE CORPORATION By: /s/ Rxxxxx X. Xxxxxx Name: Rxxxxx X. Xxxxxx Title: EXHIBIT Executive Vice President, General Counsel and Secretary Additional OTC Warrant Confirmation Annex A FORM OF SUPPLEMENTAL CONFIRMATION Supplemental Confirmation of OTC Relevant Date VWAP Minus Date: ML Ref: To: Openwave Systems Inc. (“Counterparty”) Attention: Xxx Xxxxxx From: Xxxxxxx Xxxxx International (“MLI”) Xxxxxxx Xxxxx Financial Centre 0 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ Dear Sir / Madam: Capitalized terms used herein, unless defined herein, have the meanings set forth in the Master Confirmation of OTC VWAP Minus between Counterparty and MLI, dated as of January 30, 2007. The purpose of this Supplemental Confirmation is to confirm the terms and conditions of a Transaction under the Master Confirmation. The terms of the Transaction to which the Supplemental Confirmation relates are as follows: Trade Date: Prepayment Amount: Prepayment Date: Valuation Date: First Acceleration Date: Settlement 15-Nov- 15-May- 15-Nov- 15-May- 15-Nov- 15-May- 15-Nov- 15-May- 15-Nov- 15-May- 15-Nov- 15-May- 15-Nov- 15-May- 15-Nov- Price Adjustment Amount: Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Supplemental Confirmation enclosed for that purpose and returning it to us. Very truly yours, XXXXXXX XXXXX INTERNATIONAL By: Name: Title: Confirmed as of the date first above written: OPENWAVE SYSTEMS INC. By: Name: Title: Acknowledged and agreed as to matters relating to the Agent: XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED, solely in its capacity as Agent xxxxxxxxx By: Name: Title: EXHIBIT B GUARANTEE OF XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Openwave Systems Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“MLI”), under the terms of the Master Confirmation of OTC VWAP Minus between the Company and MLI, dated as of January 30, 2007 (with the Supplemental Confirmations thereto, the “Agreement”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of MLI punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of MLI or otherwise, all as though such payment had not been made. This is a guarantee of payment in full, not collection. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Agreement; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against MLI or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Agreement. This Guarantee shall continue to be effective if MLI merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of MLI; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against MLI. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Agreement, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of MLI under the Agreement entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the Agreement, according to its terms.06 07 07 08 08 09 09 10 10 11 11 12 12 13 13 $ 39.50 0.393 0.466 0.437 0.408 0.377 0.345 0.311 0.275 0.216 0.179 0.134 0.088 0.044 0.008 0.000 $ 40.00 0.397 0.469 0.440 0.411 0.381 0.349 0.315 0.278 0.220 0.183 0.138 0.091 0.045 0.009 0.000 $ 45.00 0.434 0.501 0.473 0.445 0.415 0.383 0.350 0.314 0.255 0.217 0.170 0.119 0.067 0.018 0.000 $ 50.00 0.468 0.529 0.502 0.475 0.446 0.415 0.382 0.346 0.288 0.249 0.201 0.148 0.091 0.032 0.000 $ 55.00 0.498 0.554 0.528 0.501 0.474 0.444 0.412 0.377 0.319 0.281 0.232 0.178 0.118 0.050 0.001 $ 60.00 0.525 0.576 0.551 0.526 0.499 0.470 0.439 0.405 0.348 0.310 0.263 0.208 0.146 0.073 0.004 $ 65.00 0.550 0.596 0.573 0.548 0.522 0.494 0.464 0.431 0.376 0.339 0.292 0.237 0.175 0.098 0.012 $ 70.00 0.572 0.615 0.592 0.568 0.543 0.516 0.487 0.455 0.402 0.365 0.319 0.266 0.204 0.127 0.029 $ 75.00 0.593 0.632 0.610 0.587 0.563 0.536 0.508 0.477 0.426 0.390 0.346 0.294 0.233 0.156 0.055 $ 80.00 0.562 0.597 0.576 0.554 0.531 0.505 0.478 0.448 0.398 0.364 0.321 0.270 0.212 0.137 0.039 $ 85.00 0.523 0.556 0.535 0.514 0.491 0.467 0.441 0.412 0.363 0.330 0.288 0.240 0.183 0.112 0.023 $ 90.00 0.489 0.519 0.499 0.479 0.457 0.433 0.408 0.380 0.334 0.301 0.261 0.214 0.160 0.093 0.014 $100.00 0.433 0.458 0.440 0.421 0.400 0.378 0.355 0.329 0.285 0.255 0.218 0.175 0.126 0.066 0.008 $110.00 0.388 0.409 0.392 0.374 0.355 0.335 0.313 0.288 0.248 0.220 0.185 0.146 0.102 0.050 0.006 $120.00 0.352 0.370 0.353 0.337 0.319 0.300 0.279 0.256 0.219 0.192 0.161 0.125 0.085 0.040 0.005 $130.00 0.321 0.337 0.321 0.306 0.289 0.271 0.251 0.230 0.195 0.171 0.141 0.108 0.073 0.034 0.005 $140.00 0.296 0.309 0.295 0.280 0.264 0.247 0.229 0.209 0.176 0.153 0.126 0.096 0.063 0.030 0.005 $150.00 0.274 0.285 0.272 0.258 0.243 0.227 0.209 0.191 0.160 0.138 0.113 0.086 0.056 0.027 0.004

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Master Confirmation enclosed for that purpose and returning it to us. Very truly yours, XXXXXXX XXXXX INTERNATIONAL By: /s/ X. Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorised Signatory Confirmed as of the date first above written: OPENWAVE SYSTEMS FRANKLIN RESOURCES, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: S.V.P. / C.F.O. Acknowledged and agreed as to matters relating to the Agent: XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED, solely in its capacity as Agent hereunder By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: EXHIBIT A FORM OF SUPPLEMENTAL CONFIRMATION Supplemental Confirmation of OTC ASAP Minus (VWAP Minus Pricing) Date: March 13, 2007 ML Ref: • To: Openwave Systems Franklin Resources, Inc. (“Counterparty”) Attention: Xxx Xxxxxx Xxxxxxx From: Xxxxxxx Xxxxx International (“MLI”) Xxxxxxx Xxxxx Financial Centre 0 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ Dear Sir / Madam: Capitalized terms used herein, unless defined herein, have the meanings set forth in the Master Confirmation of OTC ASAP Minus (VWAP Minus Pricing) between Counterparty and MLI, dated as of January 30March 13, 2007. The purpose of this Supplemental Confirmation is to confirm the terms and conditions of a Transaction under the Master Confirmation. The terms of the Transaction to which the Supplemental Confirmation relates are as follows: Trade Date: Prepayment AmountMarch 13, 2007 Initial Share Price: Prepayment Date: USD $116.14 Valuation Date: *******, 2007 First Acceleration Date: *******, 2007 Number of Shares: 4,000,000 Aggregate Adjustment Amount: ******* Ordinary Dividend Amount: USD $******* Scheduled Dividend Dates: ********************* Settlement Price Adjustment Amount: ******* basis points multiplied by ******* Valuation Period: Notwithstanding the definition of Valuation Period in the Master Confirmation dated March 13, 2007, the following definition shall apply to this Transaction: “For each Transaction, each Scheduled Trading Day from and including the third Business Day after the Trade Date to and including the Valuation Date; provided, that with respect to each Suspension Event (if any) affecting such Scheduled Trading Days, MLI may, by written notice to Counterparty (which notice shall not specify the reason for MLI’s election to suspend the Valuation Period), exclude the Scheduled Trading Day(s) on which such Suspension Event has occurred (such days, “Suspension Event Days”) and extend the last possible Valuation Date by the total number of such Suspension Event Days; provided, further, that notwithstanding anything to the contrary in the Equity Definitions, to the extent that any Scheduled Trading Days in the Valuation Period are Disrupted Days, the Calculation Agent may exclude such Disrupted Days and extend the last possible Valuation Date by the number of such Disrupted Days (in addition to any Suspension Event Days, without duplication). Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Supplemental Confirmation enclosed for that purpose and returning it to us. Very truly yours, XXXXXXX XXXXX INTERNATIONAL By: /s/ X. Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorised Signatory Confirmed as of the date first above written: OPENWAVE SYSTEMS FRANKLIN RESOURCES, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: S.V.P. / C.F.O. Acknowledged and agreed as to matters relating to the Agent: XXXXXXX LYNCHXXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED, solely in its capacity as Agent xxxxxxxxx hereunder By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: EXHIBIT B GUARANTEE OF XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Openwave Systems Franklin Resources, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“MLI”), under the terms of the Master Confirmation of OTC ASAP Minus (VWAP Minus Pricing) between the Company and MLI, dated as of January 30March 13, 2007 (with the Supplemental Confirmations thereto, the “Agreement”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of MLI punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of MLI or otherwise, all as though such payment had not been made. This is a guarantee of payment in full, not collection. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Agreement; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against MLI or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Agreement. This Guarantee shall continue to be effective if MLI merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of MLI; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against MLI. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Agreement, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of MLI under the Agreement entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the Agreement, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please Counterparty hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of our the agreement between Dealer and Counterparty with respect to the Transaction, by executing manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy of this Master Confirmation enclosed for that purpose and returning it to usCredit Suisse, New York branch, Exxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, Facsimile No. Very truly yours(000) 000-0000. Yours faithfully, XXXXXXX XXXXX CREDIT SUISSE INTERNATIONAL By Its agent: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Assistant Vice President Complex Product Support By: /s/ Axxxxx Xxxxxx Name: Axxxxx Xxxxxx Title: Vice President Complex Product Support CREDIT SUISSE, NEW YORK BRANCH, AS AGENT FOR CREDIT SUISSE INTERNATIONAL By: /s/ Axxxxx Xxxxxx Name: Axxxxx Xxxxxx Title: Confirmed as of the date first above written: OPENWAVE SYSTEMS INC. Vice President Complex Product Support By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Acknowledged Assistant Vice President Complex Product Support Agreed and agreed as to matters relating to the Agent: XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED, solely in its capacity as Agent hereunder Accepted By: GENERAL CABLE CORPORATION By: /s/ Rxxxxx X. Xxxxxx Name: Rxxxxx X. Xxxxxx Title: EXHIBIT A FORM OF SUPPLEMENTAL CONFIRMATION Supplemental Confirmation of Executive Vice President, General Counsel and Secretary OTC VWAP Minus Date: ML Ref: To: Openwave Systems Inc. (“Counterparty”) Attention: Xxx Xxxxxx From: Xxxxxxx Xxxxx International (“MLI”) Xxxxxxx Xxxxx Financial Centre 0 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ Dear Sir / Madam: Capitalized terms used herein, unless defined herein, have the meanings set forth in the Master Confirmation of OTC VWAP Minus between Counterparty and MLI, dated as of January 30, 2007. The purpose of this Supplemental Confirmation is to confirm the terms and conditions of a Transaction under the Master Confirmation. The terms of the Transaction to which the Supplemental Confirmation relates are as follows: Trade Date: Prepayment Amount: Prepayment Date: Valuation Date: First Acceleration Date: Settlement Price Adjustment Amount: Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Supplemental Confirmation enclosed for that purpose and returning it to us. Very truly yours, XXXXXXX XXXXX INTERNATIONAL By: Name: Title: Confirmed as of the date first above written: OPENWAVE SYSTEMS INC. By: Name: Title: Acknowledged and agreed as to matters relating to the Agent: XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED, solely in its capacity as Agent xxxxxxxxx By: Name: Title: EXHIBIT B GUARANTEE OF XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Openwave Systems Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“MLI”), under the terms of the Master Confirmation of OTC VWAP Minus between the Company and MLI, dated as of January 30, 2007 (with the Supplemental Confirmations thereto, the “Agreement”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of MLI punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of MLI or otherwise, all as though such payment had not been made. This is a guarantee of payment in full, not collection. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Agreement; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against MLI or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Agreement. This Guarantee shall continue to be effective if MLI merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of MLI; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against MLI. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Agreement, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of MLI under the Agreement entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the Agreement, according to its terms.Convertible Note Hedge

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please Counterparty hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of our the agreement between Dealer and Counterparty with respect to the Transaction, by executing manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy of this Master Confirmation enclosed for that purpose and returning it to usCredit Suisse, New York branch, Exxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, Facsimile No. Very truly yours(000) 000-0000. Yours faithfully, XXXXXXX XXXXX CREDIT SUISSE INTERNATIONAL By Its agent: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Assistant Vice President Complex Product Support By: /s/ Axxxxx Xxxxxx Name: Axxxxx Xxxxxx Title: Vice President Complex Product Support CREDIT SUISSE, NEW YORK BRANCH, AS AGENT FOR CREDIT SUISSE INTERNATIONAL By: /s/ Axxxxx Xxxxxx Name: Axxxxx Xxxxxx Title: Confirmed as of the date first above written: OPENWAVE SYSTEMS INC. Vice President Complex Product Support By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Acknowledged Assistant Vice President Complex Product Support Agreed and agreed as to matters relating to the Agent: XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED, solely in its capacity as Agent hereunder Accepted By: GENERAL CABLE CORPORATION By: /s/ Rxxxxx X. Xxxxxx Name: Rxxxxx X. Xxxxxx Title: EXHIBIT A FORM OF SUPPLEMENTAL CONFIRMATION Supplemental Confirmation of Executive Vice President, General Counsel and Secretary Additional OTC VWAP Minus Date: ML Ref: To: Openwave Systems Inc. (“Counterparty”) Attention: Xxx Xxxxxx From: Xxxxxxx Xxxxx International (“MLI”) Xxxxxxx Xxxxx Financial Centre 0 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ Dear Sir / Madam: Capitalized terms used herein, unless defined herein, have the meanings set forth in the Master Confirmation of OTC VWAP Minus between Counterparty and MLI, dated as of January 30, 2007. The purpose of this Supplemental Confirmation is to confirm the terms and conditions of a Transaction under the Master Confirmation. The terms of the Transaction to which the Supplemental Confirmation relates are as follows: Trade Date: Prepayment Amount: Prepayment Date: Valuation Date: First Acceleration Date: Settlement Price Adjustment Amount: Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Supplemental Confirmation enclosed for that purpose and returning it to us. Very truly yours, XXXXXXX XXXXX INTERNATIONAL By: Name: Title: Confirmed as of the date first above written: OPENWAVE SYSTEMS INC. By: Name: Title: Acknowledged and agreed as to matters relating to the Agent: XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED, solely in its capacity as Agent xxxxxxxxx By: Name: Title: EXHIBIT B GUARANTEE OF XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Openwave Systems Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“MLI”), under the terms of the Master Confirmation of OTC VWAP Minus between the Company and MLI, dated as of January 30, 2007 (with the Supplemental Confirmations thereto, the “Agreement”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of MLI punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of MLI or otherwise, all as though such payment had not been made. This is a guarantee of payment in full, not collection. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Agreement; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against MLI or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Agreement. This Guarantee shall continue to be effective if MLI merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of MLI; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against MLI. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Agreement, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of MLI under the Agreement entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the Agreement, according to its terms.Convertible Note Hedge