Common use of Effect of Reclassification, Consolidation, Merger or Sale Clause in Contracts

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), (iii) any consolidation, binding share exchange, recapitalization, merger, combination or other similar event involving the Company, or (iv) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock would be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving the Companyof Parent with another Person, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company Parent to any other Person, in each case as a result of which holders of Common Stock would shall be entitled to receive cashstock, other securities or other property property, assets or assets cash (or any combination thereof) with respect to or in exchange for such shares of Common Stock (any such event a “Merger Reorganization Event”), then: (a) the Company and Parent or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which which, as evidenced in an Opinion of Counsel delivered to the Trustee, shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion exchange and settlement of the Notes as set forth in this Fourth Supplemental Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Reorganization Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 IX herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.068.06, the Company shall promptly shall, in addition to the Officers’ Certificate and Opinion of Counsel required by Section 102 of the Base Indenture, file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withthereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 8.02(a) and Section 8.02(b), and subject to the provisions of Section 8.01, at the effective time of such Reorganization Event, the right to exchange each $1,000 principal amount of Notes will be changed to a right to exchange such Note by reference to the kind and amount of stock, other securities or other property, assets or cash (or any combination thereof) that such holder of Notes would have owned immediately after such Reorganization Event if such holder had exchanged their Notes immediately prior to such Reorganization Event (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to exchange its Notes, subject to the successor’s right to deliver cash, shares of Common Stock or common stock of such successor or a combination of cash and shares of Common Stock as set forth in Section 8.02(b), into cash (up to the aggregate principal amount thereof) and, in lieu of the shares of Common Stock otherwise deliverable, the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Exchange Rate, as described under Section 8.02(b). For purposes of the foregoing, where a Reorganization Event involves consideration based upon any form of stockholder election, the consideration will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Parent shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to exchange its Notes in accordance with the provisions of Article VIII hereof prior to the effective date of a Reorganization Event. For the avoidance of doubt, adjustments to the Exchange Rate set forth under Section 8.04 do not apply to distributions to the extent that the right to exchange Notes has been changed into the right to exchange into Reference Property. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its his address appearing on the Note Register provided for in this IndentureSecurity Register, within twenty thirty (30) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (bd) Subject to the The above provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holderssuccessive Reorganization Events.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving of the CompanyCompany with another Person, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each either case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 9.01(a) providing for the conversion put exercise and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 14 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.0613.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefortherefore, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 13.02(a) and Section 13.02(b), and subject to the provisions of Section 13.01, at the effective time of such Merger Event, the right to put each $1,000 principal amount of Notes to the Company based on the Put Value Rate based on Shares of Common Stock will be changed to the Put Value Rate based on the kind and amount of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Put Value Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction upon the put exercise by the Noteholder, a Noteholder will be entitled to receive with respect to its Notes in lieu of the shares of Common Stock otherwise deliverable, the same type (and in the same proportion) of Reference Property. The amount of any Reference Property shall be based on the Daily Put Values in an amount equal to the applicable Put Value Rate, as described under Section 13.02(a). For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with this Section 13.06. None of the foregoing provisions shall affect the right of a holder of Notes to put its Notes to the Company in accordance with the provisions of Article 13 hereof prior to the effective date of the Merger Event. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its his address appearing on the Note Register provided for in this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (bd) Subject to the The above provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any successive Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holdersEvents.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving the Companyof Parent with another Person, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company Parent to any other Person, in each either case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such shares of Common Stock (any such event a “Merger Event”), then: (a) the Company and Parent or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which which, as evidenced in an Opinion of Counsel delivered to the Trustee, shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion exchange and settlement of the Notes as set forth in this Third Supplemental Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 IX herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.068.06, the Company shall promptly shall, in addition to the Officers’ Certificate and Opinion of Counsel required by Section 102 of the Base Indenture, file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withthereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 8.02(a) and Section 8.02(b), and subject to the provisions of Section 8.01, at the effective time of such Merger Event, the right to exchange each $1,000 principal amount of Notes will be changed to a right to exchange such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Exchange Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to exchange its Notes, subject to the successor’s right to deliver cash, common shares or shares of Common Stock of such successor or a combination of cash and shares of Common Stock as set forth in Section 8.02(b), into cash (up to the aggregate principal amount thereof) and, in lieu of the shares of Common Stock otherwise deliverable, the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Exchange Rate, as described under Section 8.02(b). For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of shares of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Parent shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to exchange its Notes in accordance with the provisions of Article VIII hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its his address appearing on the Note Register provided for in this IndentureSecurity Register, within twenty thirty (30) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (bd) Subject to the The above provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any successive Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holdersEvents.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving the Companyof Archstone-Sxxxx Trust with another Person, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company Archstone-Sxxxx Trust to any other Person, in each either case as a result of which holders Holders of Common Stock would Shares shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock Shares (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion exchange and settlement of the Notes as set forth in this Third Supplemental Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders Holders of the Notes as the Board of Directors Trustees shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors Trustees and practicable the provisions providing for the repurchase rights set forth in Article 16 9 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.068.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withthereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 8.02(a) and Section 8.02(b), and subject to the provisions of Section 8.01, at the effective time of such Merger Event, the right to exchange each $1,000 principal amount of Notes will be changed to a right to exchange such Note by reference to the kind and amount of cash, securities or other property or assets that a Holder of a number of Common Shares equal to the Exchange Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to exchange its Notes into cash (up to the aggregate principal amount thereof) and the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Exchange Rate, as described under Section 8.02(a) or Section 8.02(b), as applicable. For purposes of determining the constitution of Reference Property, the type and amount of consideration that a Holder of Common Shares would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the Holders of Common Shares that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to exchange its Notes in accordance with the provisions of this Article 8 prior to the effective time of such Merger Event. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its his address appearing on the Note Security Register provided for in this IndentureSection 2.06, within twenty thirty (30) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (bd) Subject to the The above provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any successive Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holdersEvents.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving the Company, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(g) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Company’s election as set forth in Section 15.02 will be changed to a right to convert each $1,000 principal amount of such Note into cash and cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), ) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration” and references therein to “the Daily VWAP of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property Property, at the Company’s election, in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If (A) if the Company elects to settle conversions pursuant to clause (i) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by delivering solely Reference Property, the Company will shall deliver to the converting Noteholder a number of units of Reference Property in lieu (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock otherwise deliverable; immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (ii1) If the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (B) if the Company elects to settle conversions pursuant to clause (ii) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by paying solely cash, the Company will deliver shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 25 VWAP forty consecutive Trading Days during the related Observation Cash Settlement Averaging Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Stock” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; andand (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the forty consecutive Trading Days during the Cash Settlement Averaging Period for such Note, such Daily Settlement Amounts determined as if the reference to “the Daily VWAP of the Common Stock” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(l) (provided that the amount of such cash shall be determined as if references in such Section to “the Daily VWAP of the Common Stock” were instead a reference to “the Daily VWAP of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) If The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), promptly following the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu last day of the shares of Common Stock otherwise deliverableCash Settlement Averaging Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a12.04(a)), (iiiii) any consolidation, binding share exchange, recapitalization, merger, combination or other similar event binding share exchange involving the Company, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 9.01(g) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 1512. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 13 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.0612.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all NoteholdersNoteholders and make such notice available on its website. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice and make such notice available on the Company’s website shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 12.02(b), and subject to the provisions of Section 15.01 12.01 and Section 15.0312.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Company’s election as set forth in Section 15.02 12.02 will be changed to a right to convert each $1,000 principal amount of such Note into cash and cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), ) (subject to Section 12.02) and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b12.01(a), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration” and references therein to “the Daily VWAP of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.0612.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in Section 15.01 12.01 and Section 15.02 12.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property Property, at the Company’s election, in accordance with Section 15.02(b) and 15.02(k12.02(a) as follows: (i) If (A) if the Company elects to settle conversions pursuant to clause (i) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by delivering solely Reference Property, the Company will shall deliver to the converting Noteholder a number of units of Reference Property in lieu (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock otherwise deliverable; immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (ii1) If the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (B) if the Company elects to settle conversions pursuant to clause (ii) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by paying solely cash, the Company will deliver shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 25 VWAP sixty consecutive Trading Days during the related Observation Cash Settlement Averaging Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Stock” in the definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; andand (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the sixty consecutive Trading Days during the Cash Settlement Averaging Period for such Note, such Daily Settlement Amounts determined as if the reference to “the Daily VWAP of the Common Stock” in the definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 12.02(i) (provided that the amount of such cash shall be determined as if references in such Section to “the Daily VWAP of the Common Stock” were instead a reference to “the Daily VWAP of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) If The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), promptly following the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu last day of the shares of Common Stock otherwise deliverableCash Settlement Averaging Period. (iv) For purposes of this Section 15.0612.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving the Companyof Parent with another Person, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company Parent to any other Person, in each either case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such shares of Common Stock (any such event a “Merger Event”), then: (a) the Company and Parent or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which which, as evidenced in an Opinion of Counsel delivered to the Trustee, shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion exchange and settlement of the Notes as set forth in this Second Supplemental Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 IX herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.068.06, the Company shall promptly shall, in addition to the Officers’ Certificate and Opinion of Counsel required by Section 102 of the Base Indenture, file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withthereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 8.02(a) and Section 8.02(b), and subject to the provisions of Section 8.01, at the effective time of such Merger Event, the right to exchange each $1,000 principal amount of Notes will be changed to a right to exchange such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Exchange Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to exchange its Notes, subject to the successor’s right to deliver cash, common shares or shares of Common Stock of such successor or a combination of cash and shares of Common Stock as set forth in Section 8.02(b), into cash (up to the aggregate principal amount thereof) and, in lieu of the shares of Common Stock otherwise deliverable, the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Exchange Rate, as described under Section 8.02(b). For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of shares of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Parent shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to exchange its Notes in accordance with the provisions of Article VIII hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its his address appearing on the Note Register provided for in this IndentureSecurity Register, within twenty thirty (30) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (bd) Subject to the The above provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any successive Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holdersEvents.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving the Companyof Parent with another Person, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company Parent to any other Person, in each either case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such shares of Common Stock (any such event a “Merger Event”), then: (a) the Company and Parent or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which which, as evidenced in an Opinion of Counsel delivered to the Trustee, shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion exchange and settlement of the Notes as set forth in this First Supplemental Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 IX herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.068.06, the Company shall promptly shall, in addition to the Officers’ Certificate and Opinion of Counsel required by Section 102 of the Base Indenture, file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withthereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 8.02(a) and Section 8.02(b), and subject to the provisions of Section 8.01, at the effective time of such Merger Event, the right to exchange each $1,000 principal amount of Notes will be changed to a right to exchange such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Exchange Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to exchange its Notes, subject to the successor’s right to deliver cash, common shares or shares of Common Stock of such successor or a combination of cash and shares of Common Stock as set forth in Section 8.02(b), into cash (up to the aggregate principal amount thereof) and, in lieu of the shares of Common Stock otherwise deliverable, the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Exchange Rate, as described under Section 8.02(b). For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of shares of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Parent shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to exchange its Notes in accordance with the provisions of Article VIII hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its his address appearing on the Note Register provided for in this IndentureSecurity Register, within twenty thirty (30) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (bd) Subject to the The above provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any successive Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holdersEvents.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), (iiiii) any consolidation, merger, binding share exchange, recapitalization, merger, exchange or combination or other similar event involving the Company, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(g) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors of the Company and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 15.02(a), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 into shares of Common Stock will be changed to a right to convert each $1,000 principal amount of such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” . The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into shares of Common Stock as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property, in accordance with Section 15.02(a) as follows: the Company shall deliver to the converting Noteholder a number of units of Reference Property in accordance with Section 15.02(b(each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) and 15.02(kthat a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) as follows:equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the The Company will deliver Reference Property the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(j) (provided that the amount of such cash shall be determined as if references in such Section to “the Last Reported Sale Price of the Common Stock” were instead a reference to “the Last Reported Sale Price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock otherwise deliverable;immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (ii) any consolidation, merger or combination of the Company with another corporation, partnership, trust or limited liability company, or (iii) any consolidationconveyance, binding share exchangetransfer, recapitalization, merger, combination lease or other similar event involving the Company, or (iv) any sale or conveyance disposition of all or substantially all of the property and assets of the Company to any other Personcorporation, partnership, trust or limited liability company, in each any case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Personcorporation, partnership, trust or limited liability company, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 9.01(a) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, partnership, trust or limited liability company, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, transfer, lease or other disposition then such supplemental indenture shall also be executed by such other corporation corporation, partnership, trust or limited liability company and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 14 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.0613.05, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 13.02(a) and Section 13.02(b), and subject to the provisions of Section 15.01 and Section 15.0313.01, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and by reference to the kind and amount of shares of stockcash, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed such that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at from and after the effective time of such Merger Event transaction, a Noteholder will be entitled thereafter to be references convert its Notes into cash (up to “the Last Reported Sale Price aggregate principal amount thereof) and, in lieu of a unit any shares of Common Stock otherwise deliverable, the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property comprised in an amount equal to the applicable Conversion Rate, as described under Section 13.02(a). For purposes of determining the kind constitution of Reference Property, the type and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) consideration that a holder of one share Common Stock would have been entitled to in the case of reclassifications, changes, consolidations, mergers, combinations, conveyances, transfers, leases or other dispositions of assets that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock immediately prior to that affirmatively make such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” an election. The Company shall not become a party to any Merger Event such transaction unless its terms are consistent with this Section 15.06the preceding. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 accordance with the provisions of Article 13 hereof prior to the effective date of such Merger Eventtransaction. (c) With respect The Company shall cause notice of the execution of such supplemental indenture to be mailed to each $1,000 principal amount Noteholder, at his address appearing on the Note Register provided for in this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverablesupplemental indenture. (ivd) For purposes The above provisions of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any successive Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holdersEvents.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving the Companyof Parent with another Person, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company Parent to any other Person, in each case as a result of which holders of Common Stock would shall be entitled to receive cashstock, other securities or other property property, assets or assets cash (or any combination thereof) with respect to or in exchange for such shares of Common Stock (any such event a “Merger Reorganization Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which which, as evidenced in an Opinion of Counsel delivered to the Trustee, shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion exchange and settlement of the Notes as set forth in this Annex D of the Twelfth Supplemental Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Reorganization Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders Holders of the Notes as the Board of Directors Trustees shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors Trustees and practicable the provisions providing for the repurchase rights set forth in Article 16 IX herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.068.06, the Company shall promptly shall, in addition to the Officers’ Certificate and Opinion of Counsel required by Section 102 of the Base Indenture, file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withthereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 8.02(a), and subject to the provisions of Section 8.01, at the effective time of such Reorganization Event, the right to exchange each $1,000 principal amount of Notes will be changed to a right to exchange such Note by reference to the kind and amount of stock, other securities or other property, assets or cash (or any combination thereof) that such holder of Notes would have owned immediately after such Reorganization Event if such holder had exchanged their Notes immediately prior to such Reorganization Event (the “Reference Property”). For purposes of the foregoing, where a Reorganization Event involves consideration based upon any form of stockholder election, the consideration will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Parent shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to exchange its Notes in accordance with the provisions of Article VIII hereof prior to the effective date of a Reorganization Event. For the avoidance of doubt, adjustments to the Exchange Rate set forth under Section 8.04 do not apply to distributions to the extent that the right to exchange Notes has been changed into the right to exchange into Reference Property. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its his address appearing on the Note Register provided for in this IndentureSecurity Register, within twenty thirty (30) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (bd) Subject to the The above provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holderssuccessive Reorganization Events.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving of the CompanyCompany with another Person, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each either case as a result of which holders of Common Stock would Shares shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock Shares (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which which, as evidenced in an Opinion of Counsel delivered to the Trustee, shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes as set forth in this Sixth Supplemental Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders Holders of the Notes as the Board of Directors Trustees shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors Trustees and practicable the provisions providing for the repurchase rights set forth in Article 16 9 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.068.06, the Company shall promptly shall, in addition to the Officers’ Certificate and Opinion of Counsel required by Section 102 of the Base Indenture, file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withthereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 8.02(a) and Section 8.02(b), and subject to the provisions of Section 8.01, at the effective time of such Merger Event, the right to convert each $1,000 principal amount of Notes will be changed to a right to convert such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of Common Shares equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to convert its Notes, subject to the successor’s right to deliver cash, Common Shares or common stock of such successor or a combination of cash and Common Shares as set forth in Section 8.02(b), into cash (up to the aggregate principal amount thereof) and, in lieu of the Common Shares otherwise deliverable, the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Conversion Rate, as described under Section 8.02(b). For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Shares would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes in accordance with the provisions of Article VIII hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its his address appearing on the Note Register provided for in this IndentureSecurity Register, within twenty thirty (30) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (bd) Subject to the The above provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any successive Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holdersEvents.

Effect of Reclassification, Consolidation, Merger or Sale. (a) Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock Class A Ordinary Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), (iii) any consolidation, binding share exchange, recapitalization, merger, combination or other similar event involving the Company, or (iv) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock Ordinary Shares (directly or in the form of ADSs) would be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock Ordinary Shares (directly or in the form of ADSs) (any such event a “Merger Event”), then: (a) then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all NoteholdersHolders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each NoteholderHolder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of common stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock ADSs equal to the applicable Conversion Rate in effect immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), ) and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” ADSs shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of common stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock Ordinary Shares (directly or in the form of ADSs) immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder Holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock ADSs otherwise deliverable. (ivi) The Company shall notify the holders of the Weighted Average Consideration as soon as practicable after the Weighted Average Consideration is determined. (ii) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock ADSs entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock ADSs in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock ADSs would be entitled to receive with respect to or in exchange for such Common Stock ADSs is based in part upon any form of stockholder shareholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock ADSs affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock ADSs that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock ADSs do not affirmatively make such an election, the weighted average of the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a6.04(a)), (iiiii) any consolidation, binding share exchange, recapitalization, merger, combination or other similar event binding share exchange involving the Company, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger EventSignificant Transaction”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for and compliant with the conversion and settlement of the Notes as provisions set forth in this the Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15Six. If, in the case of any Merger EventSignificant Transaction, the Reference Property includes shares of stock or other securities and assets of a corporation or other legal entity other than the successor or purchasing corporationentity, as the case may be, in such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation entity and shall contain such additional provisions to protect the interests of the holders Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 hereinSeven. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.066.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger EventSignificant Transaction, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all NoteholdersHolders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each NoteholderHolder, at its address appearing on the Note Register provided for in this Indentureregistration books of the Registrar, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 6.02(a), and subject to the provisions of Section 15.01 6.01 and Section 15.036.03, at and after the effective time of such Merger EventSignificant Transaction, (i) the right to convert each $1,000 principal amount of Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Company’s election as set forth in Section 15.02 6.02 will be changed to a right to convert each $1,000 principal amount of such Note into cash and cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive based on the Weighted Average Consideration (the “Reference Property”), ) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under pursuant to clause (c) below, it being understood and agreed that . (c) With respect to each $1,000 principal amount of Notes surrendered for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and conversion after the effective time date of any such Significant Transaction, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property, at the Company’s election, in accordance with Section 6.02(b) as follows: (i) (A) if the Company elects to satisfy its Conversion Obligation in respect of such Merger Event conversion by delivering solely Reference Property, the Company shall deliver to be references to “the Last Reported Sale Price converting Holder a number of a unit units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event Significant Transaction would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party ) equal to any Merger Event unless its terms are consistent with this Section 15.06. None of (1) the foregoing provisions shall affect the right of a holder aggregate principal amount of Notes to convert be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (B) if the Company elects to satisfy its Notes as set forth Conversion Obligation in Section 15.01 and Section 15.02 prior respect of such conversion by paying solely cash, the Company shall pay to the effective date of such Merger Event. (c) With respect to each converting Holder cash in an amount, per $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP twenty consecutive Trading Days during the related Observation Cash Settlement Averaging Period; andand (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the twenty consecutive Trading Days during the Cash Settlement Averaging Period for such Note, provided, that in each case, within any of the definitions used to determine the amount of cash or units of Reference Property to be delivered in order to satisfy the Company’s Conversion Obligation pursuant to this Section 6.06, all references to the term “Common Stock” shall be read as if the reference to “Common Stock” were instead a reference to “Reference Property,” and references to a “share” or “shares” of “Common Stock” shall be read as a “unit” or “units” of “Reference Property,” as applicable (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Significant Transaction would have owned or been entitled to receive based on the Weighted Average Consideration). (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 6.02(j) (provided that the amount of such cash shall be determined as if references in such Section to “Common Stock” were instead a reference to “Reference Property,” and references to a “share” or “shares” of “Common Stock” shall be read as a “unit” or “units” of “Reference Property,” as applicable (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Significant Transaction would have owned or been entitled to receive based on the Weighted Average Consideration). (iii) If The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), promptly following the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu last day of the shares of Common Stock otherwise deliverableCash Settlement Averaging Period. (iv) For purposes of this Section 15.066.06, the “Weighted Average Consideration” shall mean means the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event Significant Transaction who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), (iiiii) any consolidation, binding share exchange, recapitalization, merger, combination or other similar event binding share exchange involving the Company, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other PersonPerson (any such event a “Merger Event”), in each case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a the “Merger EventReference Property”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(g) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including including, to the extent required by the Board of Directors and practicable practicable, the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Company’s election as set forth in Section 15.02 will be changed to a right to convert each $1,000 principal amount of such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), Property and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration” and references therein to “the Daily VWAP of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property Property, at the Company’s election, in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If (A) if the Company elects to settle conversions pursuant to clause (i) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by delivering solely Reference Property, the Company will shall deliver to the converting Noteholder a number of units of Reference Property in lieu (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock otherwise deliverable; immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (ii1) If the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (B) if the Company elects to settle conversions pursuant to clause (ii) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by paying solely cash, the Company will deliver shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 25 VWAP forty consecutive Trading Days during the related Observation Cash Settlement Averaging Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Stock” in the definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; andand (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the forty consecutive Trading Days during the Cash Settlement Averaging Period for such Note, such Daily Settlement Amounts determined as if the reference to “the Daily VWAP of the Common Stock” in the definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”. (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(k), provided that the amount of such cash shall be determined as if references in such Section to “the Daily VWAP of the Common Stock” were instead a reference to “the Daily VWAP of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”. (iii) If The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), promptly following the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu last day of the shares of Common Stock otherwise deliverableCash Settlement Averaging Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon In the occurrence event of (i) any Fundamental Change described in clause reclassification (bincluding, without limitation, a reclassification effected by means of an exchange or tender offer by the Company or any Subsidiary) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving the Company, or (iv) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case with another corporation as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets Property (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the Property of the Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive securities or other Property (any such event a “Merger Event”)including cash) with respect to or in exchange for Common Stock, then: (a) then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee enter into a supplemental indenture providing that each Note shall be convertible into the kind and amount of securities or other Property (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance which shall comply with the Trust Indenture Act as in force at Holder of such Note would have received if such Note had been converted immediately prior to the effective date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes as set forth in this Indenturereclassification, change, consolidation, merger, combination, sale or conveyance. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 1510. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute Whenever a supplemental indenture pursuant to this Section 15.06is entered into as provided herein, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers’ ' Certificate briefly stating setting forth a brief statement of the reasons thereforfacts requiring such supplemental indenture. Promptly after delivery of such Officers' Certificate, the kind Company shall give or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment cause to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof given to all Noteholders. The Company shall cause each Holder a notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereofindenture. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject to the The provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” 10.5 shall mean the weighted average similarly apply to all successive events of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or type described in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holdersthis Section 10.5.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereofrecapitalization, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination), (ii) any consolidation, merger or combination covered by Section 15.04(a))involving the Company, (iii) any consolidationsale, binding share exchange, recapitalization, merger, combination lease or other similar event involving the Company, or (iv) any sale or conveyance transfer of all or substantially all of the property and assets of the Company and the Company’s Subsidiaries to a third party or (iv) any other Personstatutory share exchange, in each case as a result of which holders of Common Stock would be entitled to will receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Reorganization Event”), then: (a) the Company or the successor or purchasing Personcorporation, partnership, trust or limited liability company, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 9.01(b) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in and the case of any Merger Event, Trustee may conclusively rely on the Reference Property includes shares of stock or other securities and assets of a corporation other than determination by the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests Company of the holders equivalency of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 hereinsuch adjustments. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.0613.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. (b) Subject to the provisions of Section 13.01, at and after the effective time of such Reorganization Event, upon conversion, the Settlement Amount shall promptly mail notice thereof continue to all Noteholdersbe paid solely in cash; provided, however, that the Daily VWAP will be calculated based on the value of a unit of the amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of one share of common stock immediately prior to such Reorganization Event would have owned or been entitled to receive upon the occurrence of such transaction (the “Reference Property”). For purposes of the foregoing, if the transaction causes Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the Reference Property used to determine the amount of cash into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company will notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the weighted average as soon as practicable after such determination is made. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes in accordance with the provisions of Article 13 hereof prior to the effective date of such transaction. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its his address appearing on the Note Register provided for in this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (bd) Subject to the The above provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holderssuccessive Reorganization Events.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving of the CompanyCompany with another Person, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock would Shares shall be entitled to receive cashstock, other securities or other property property, assets or assets cash (or any combination thereof) with respect to or in exchange for such Common Stock Shares (any such event a “Merger Reorganization Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which which, as evidenced in an Opinion of Counsel delivered to the Trustee, shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes as set forth in this Tenth Supplemental Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Reorganization Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders Holders of the Notes as the Board of Directors Trustees shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors Trustees and practicable the provisions providing for the repurchase rights set forth in Article 16 9 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.068.06, the Company shall promptly shall, in addition to the Officers’ Certificate and Opinion of Counsel required by Section 102 of the Base Indenture, file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withthereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 8.02(a), and subject to the provisions of Section 8.01, at the effective time of such Reorganization Event, the right to convert each $1,000 principal amount of Notes will be changed to a right to convert such Note by reference to the kind and amount of stock, other securities or other property, assets or cash (or any combination thereof) that such holder of Notes would have owned immediately after such Reorganization Event if such holder had converted their Notes immediately prior to such Reorganization Event (the “Reference Property”). For purposes of the foregoing, where a Reorganization Event involves consideration based upon any form of stockholder election, the consideration will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes in accordance with the provisions of Article VIII hereof prior to the effective date of a Reorganization Event. For the avoidance of doubt, adjustments to the Conversion Rate set forth under Section 8.04 do not apply to distributions to the extent that the right to convert Notes has been changed into the right to convert into Reference Property. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its his address appearing on the Note Register provided for in this IndentureSecurity Register, within twenty thirty (30) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (bd) Subject to the The above provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holderssuccessive Reorganization Events.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a12.04(a)), (iiiii) any consolidation, binding share exchange, recapitalization, merger, combination or other similar event binding share exchange involving the Company, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 9.01(g) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 1512. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 13 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.0612.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all NoteholdersNoteholders and make such notice available on its website. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice and make such notice available on the Company’s website shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 12.02(b), and subject to the provisions of Section 15.01 12.01 and Section 15.0312.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b12.01(a), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration” and references therein to “the Daily VWAP of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.0612.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash as set forth in Section 15.01 12.01 and Section 15.02 12.02 prior to the effective date of such Merger Event. (ci) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k12.02(a) as follows: (i) If : the Company elects shall pay to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 25 VWAP sixty consecutive Trading Days during the related Observation Cash Settlement Averaging Period; and, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Stock” in the definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”. (ii) [Reserved.] (iii) If The Daily Conversion Values shall be determined by the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), promptly following the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu last day of the shares of Common Stock otherwise deliverableCash Settlement Averaging Period. (iv) For purposes of this Section 15.0612.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereofrecapitalization, (ii) any reclassification or change of the outstanding shares of Class A Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a1704(a)), (ii) any consolidation, merger or combination involving the Company, (iii) any consolidationsale, binding share exchange, recapitalization, merger, combination lease or other similar event involving the Company, or (iv) any sale or conveyance transfer of all or substantially all of the property consolidated assets and assets of the Company and its Subsidiaries to any other PersonPerson or (iv) any statutory share exchange, in each case as a result of which holders of the Class A Common Stock would be entitled to receive cashconverted into or exchanged for stock, securities or other securities, other property or assets with respect to (including cash or in exchange for such Common Stock any combination thereof) (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 Article Nine providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15Seventeen. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 hereinRepurchase. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.061706, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefortherefore, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all NoteholdersHolders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each NoteholderHolder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 1702(b), and subject to the provisions of Section 15.01 1701 and Section 15.031703, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock at the Company’s election as set forth in Section 15.02 1702 will be changed to a right to convert such Note into cash and cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Class A Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), ) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b1701(b), references therein to “the Last Reported Sale Price of the Class A Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Class A Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.061706. None of the foregoing provisions shall affect the right of a holder Holder of Notes to convert its Notes into cash, shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock, as applicable, as set forth in Section 15.01 1701 and Section 15.02 1702 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property Property, at the Company’s election, in accordance with Section 15.02(b) and 15.02(k1702(b) as follows: (i) If (A) if the Company elects to settle conversions pursuant to clause (i) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by delivering solely Reference Property, the Company will shall deliver to the converting Holder a number of units of Reference Property in lieu (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Class A Common Stock otherwise deliverable; immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (ii1) If the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the Applicable Conversion Rate; (B) if the Company elects to settle conversions pursuant to clause (ii) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by paying solely cash, the Company will deliver shall pay to the converting Holder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 25 VWAP thirty consecutive Trading Days during the related Observation Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Class A Common Stock” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Class A Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; andand (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the thirty consecutive Trading Days during the Observation Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Class A Common Stock” in the definition of Daily Conversion Value and was instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Class A Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 1706(c)(i)) (provided that the amount of such cash shall be determined as if references in such Section to “the Last Reported Sale Price of the Class A Common Stock” were instead a reference to “the Last Reported Sale Price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Class A Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) If The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), promptly following the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu last day of the shares of Common Stock otherwise deliverableObservation Period. (iv) For purposes of this Section 15.061706, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Class A Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Class A Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock Ordinary Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving of the CompanyCompany with another person, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Personperson, in each either case as a result of which holders of Common Stock would Ordinary Shares (including Ordinary Shares represented by ADSs) shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock Ordinary Shares (including Ordinary Shares represented by ADSs) (any such event a “Merger Event”"MERGER EVENT"), then: (a) the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(a) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property (as defined below) includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ ' Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property (as defined below) after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 15.02(a) and Section 15.02(b), and subject to the provisions of Section 15.01, at the effective time of such Merger Event, the right to convert each US$1,000 principal amount of Notes will be changed to a right to convert such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of Ordinary Shares (including Ordinary Shares represented by ADSs) equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the "REFERENCE PROPERTY") such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to convert its Notes into the same type (and in the same proportion) of Reference Property, based on the number of ADSs that would have been deliverable upon conversion had such Merger Event not occurred. For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Ordinary Shares (including Ordinary Shares represented by ADSs) would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Ordinary Shares (including Ordinary Shares represented by ADSs) to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Ordinary Shares (including Ordinary Shares represented by ADSs) that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes in accordance with the provisions of Article 15 hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its his address appearing on the Note Register register provided for in this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (bd) Subject to the The above provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any successive Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holdersEvents.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving of the CompanyCompany with another Person, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each either case as a result of which holders of Common Stock would Shares shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock Shares (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which which, as evidenced in an Opinion of Counsel delivered to the Trustee, shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes as set forth in this Fourth Supplemental Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders Holders of the Notes as the Board of Directors Trustees shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors Trustees and practicable the provisions providing for the repurchase rights set forth in Article 16 9 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.068.06, the Company shall promptly shall, in addition to the Officers’ Certificate and Opinion of Counsel required by Section 102 of the Base Indenture, file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withthereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 8.02(a) and Section 8.02(b), and subject to the provisions of Section 8.01, at the effective time of such Merger Event, the right to convert each $1,000 principal amount of Notes will be changed to a right to convert such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of Common Shares equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to convert its Notes, subject to the successor’s right to deliver cash, Common Shares or common stock of such successor or a combination of cash and Common Shares as set forth in Section 8.02(b), into cash (up to the aggregate principal amount thereof) and, in lieu of the Common Shares otherwise deliverable, the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Conversion Rate, as described under Section 8.02(b). For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Shares would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes in accordance with the provisions of Article VIII hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its his address appearing on the Note Register provided for in this IndentureSecurity Register, within twenty thirty (30) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (bd) Subject to the The above provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any successive Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holdersEvents.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving of the CompanyCompany with another Person, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each either case as a result of which holders of Common Stock would Shares shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock Shares (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which which, as evidenced in an Opinion of Counsel delivered to the Trustee, shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes as set forth in this Fifth Supplemental Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders Holders of the Notes as the Board of Directors Trustees shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors Trustees and practicable the provisions providing for the repurchase rights set forth in Article 16 9 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.068.06, the Company shall promptly shall, in addition to the Officers’ Certificate and Opinion of Counsel required by Section 102 of the Base Indenture, file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withthereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 8.02(a) and Section 8.02(b), and subject to the provisions of Section 8.01, at the effective time of such Merger Event, the right to convert each $1,000 principal amount of Notes will be changed to a right to convert such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of Common Shares equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to convert its Notes, subject to the successor’s right to deliver cash, Common Shares or common stock of such successor or a combination of cash and Common Shares as set forth in Section 8.02(b), into cash (up to the aggregate principal amount thereof) and, in lieu of the Common Shares otherwise deliverable, the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Conversion Rate, as described under Section 8.02(b). For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Shares would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes in accordance with the provisions of Article VIII hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its his address appearing on the Note Register provided for in this IndentureSecurity Register, within twenty thirty (30) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (bd) Subject to the The above provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any successive Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holdersEvents.

Effect of Reclassification, Consolidation, Merger or Sale. Upon In the occurrence event of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving the Company, or (iv) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case with another corporation as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets Property (including cash) with respect to or in exchange for such Common Stock or (iii) any such event sale or conveyance of the collective Property of the Company and its Subsidiaries as, or substantially as, an entirety to any other corporation as a “Merger Event”)result of which holders of Common Stock shall be entitled to receive securities or other Property (including cash) with respect to or in exchange for Common Stock, then: (a) then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee enter into a supplemental indenture providing that each Note shall be convertible into the kind and amount of securities or other Property (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance which shall comply with the Trust Indenture Act as in force at the date of execution Holder of such supplemental indenture Note would have received if such supplemental indenture is then required Note had been converted immediately prior to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes as set forth in this Indenturesuch reclassification, change, consolidation, merger, combination, sale or conveyance. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 1510. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute Whenever a supplemental indenture pursuant to this Section 15.06is entered into as provided herein, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers’ ' Certificate briefly stating setting forth a brief statement of the reasons thereforfacts requiring such supplemental indenture. Promptly after delivery of such Officers' Certificate, the kind Company shall give or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment cause to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof given to all Noteholders. The Company shall cause each Holder a notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereofindenture. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject to the The provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” 10.5 shall mean the weighted average similarly apply to all successive events of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or type described in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holdersthis Section 10.5.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), (iiiii) any consolidation, binding share exchange, recapitalization, merger, combination or other similar event binding share exchange involving the Company, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other PersonPerson (any such event a “Merger Event”), in each case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a the “Merger EventReference Property”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section Section 11.01 (g) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including including, to the extent required by the Board of Directors and practicable practicable, the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Company’s election as set forth in Section 15.02 will be changed to a right to convert each $1,000 principal amount of such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), Property and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration” and references therein to “the Daily VWAP of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property Property, at the Company’s election, in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If (A) if the Company elects to settle conversions pursuant to clause (i) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by delivering solely Reference Property, the Company will shall deliver to the converting Noteholder a number of units of Reference Property in lieu (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock otherwise deliverable; immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (ii1) If the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (B) if the Company elects to settle conversions pursuant to clause (ii) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by paying solely cash, the Company will deliver shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 25 VWAP forty consecutive Trading Days during the related Observation Cash Settlement Averaging Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Stock” in the definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; andand (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the forty consecutive Trading Days during the Cash Settlement Averaging Period for such Note, such Daily Settlement Amounts determined as if the reference to “the Daily VWAP of the Common Stock” in the definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”. (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(k), provided that the amount of such cash shall be determined as if references in such Section to “the Daily VWAP of the Common Stock” were instead a reference to “the Daily VWAP of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”. (iii) If The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), promptly following the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu last day of the shares of Common Stock otherwise deliverableCash Settlement Averaging Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of of: (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)); (ii) any consolidation, merger or combination involving the Company; or (iii) any consolidationsale, binding share exchangeconveyance, recapitalizationtransfer, merger, combination lease or other similar event involving the Company, or (iv) any sale or conveyance disposition of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of pursuant to which holders of Common Stock would shall be entitled to receive cashconverted into, or exchanged for, stock, securities or other property or assets with respect to (including cash or in exchange for such Common Stock any combination thereof) (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(b) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale sale, conveyance, transfer, lease or conveyanceother disposition, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes Noteholders as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 19 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefortherefore, the kind or amount of cashstock, securities or other property or asset assets (including cash or any combination thereof) that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, : (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 into cash, shares of Common Stock or a combination of cash and shares of Common Stock will be changed to a right to convert such Note into cash and cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), or a combination of cash and Reference Property; and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) belowSection 15.06(c), it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive (based on the Weighted Average Consideration.” , if applicable). The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes based on the Common Stock and settled in cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, at the Company’s election, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or cash, units of Reference Property or a combination of cash and units of Reference Property, at the Company’s election, in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If (A) if the Company elects to settle conversions pursuant to clause (i) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by delivering solely Reference Property, the Company will shall deliver to the converting Noteholder a number of units of Reference Property in lieu (each such unit comprised of the kind and amount of shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cashstock, securities or other property or assets with respect to (including cash or in exchange for such any combination thereof) that a holder of one share of Common Stock in any immediately prior to such Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be have owned or been entitled to receive with respect to or in exchange for such Common Stock is (based in part upon any form of stockholder election, on the “Weighted Average Consideration” will be deemed , if applicable) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (A2) if holders the then-applicable Conversion Rate (as adjusted to reflect the applicable number of the majority units of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.Reference Property);

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving the Company, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(f) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefortherefore, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash and cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), ) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property Property, at the Company’s election, in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If (A) if the Company elects to settle conversions pursuant to clause (i) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by delivering solely Reference Property, the Company will shall deliver to the converting Noteholder a number of units of Reference Property in lieu (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock otherwise deliverable; immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (ii1) If the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (B) if the Company elects to settle conversions pursuant to clause (ii) satisfy its Conversion Obligation in re- spect of Section 15.02(a)such conversion by paying solely cash, the Company will deliver shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 25 VWAP thirty consecutive Trading Days during the related Observation Cash Settlement Averaging Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Stock” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; andand (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the thirty consecutive Trading Days during the Cash Settlement Averaging Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Common Stock” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(l) (provided that the amount of such cash shall be determined as if references in such Section to “the Last Reported Sale Price of the Common Stock” were instead a reference to “the Last Reported Sale Price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) If The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), promptly following the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu last day of the shares of Common Stock otherwise deliverableCash Settlement Averaging Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a8.04(a)), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving the Company, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the The Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing 6.01(b)providing for the conversion and settlement of the Notes as set forth in this First Supplemental Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 158. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 9 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.068.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefortherefore, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this First Supplemental Indenture, within twenty calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 8.02(a), and subject to the provisions of Section 15.01 8.01 and Section 15.038.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 into shares of Common Stock based on the Applicable Conversion Rate will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Applicable Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), ) and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below. The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 8.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into shares of Common Stock, it being understood as set forth in Section 8.01 and agreed Section 8.02 prior to the effective date of such Merger Event. (c) If the Notes are convertible into cash and Reference Property as set forth above, the related Conversion Obligation, with respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, shall be settled in units of Reference Property and cash in lieu of fractional shares, if any, in accordance with Section 8.02(a) as follows: (i) The Company shall deliver, on the third Trading Day immediately following the last Trading Day of the related Observation Period, Reference Property and cash in lieu of any fractional shares, if any, equal to the sum of the Daily Conversion Rate Fractions for each of the twenty Trading Days during the related Observation Period; provided that for purposes of Section 15.01(b)(1) such Daily Conversion Rate Fractions, will be determined as if references therein in such definitions to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be were references to instead “the Last Reported Sale Price of a unit of Reference Property comprised composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event transaction would have owned or been entitled to receive based on the Weighted Average Consideration” and (2) the Last Reported Sale Price shall be determined with respect to such a unit of Reference Property. (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 8.02(j); provided that the amount of such cash shall be determined as if references in such Section to “the Last Reported Sale Price of the Common Stock” were a reference instead to “the Last Reported Sale Price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such transaction would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and” (iii) If The Applicable Conversion Rate shall be determined by the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), promptly following the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu last day of the shares of Common Stock otherwise deliverableObservation Period. (iv) For purposes of this Section 15.068.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving the Company, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock would Shares shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock Shares (any such event a “Merger Event”), then: (a) the The Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation Person other than the successor or purchasing corporationPerson, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including including, to the extent required by the Board of Directors and practicable practicable, the provisions providing for the repurchase purchase rights set forth in Article 16 and Article 17 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefortherefore, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, Common Shares or a combination of cash and Common Shares at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash and cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock Shares equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), ) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common StockShares” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, Common Shares or a combination of cash and Common Shares, as applicable, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property Property, at the Company’s election, in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If (A) if the Company elects to settle conversions pursuant to clause (i) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by delivering solely Reference Property, the Company will shall deliver to the converting Noteholder a number of units of Reference Property in lieu (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Stock otherwise deliverable; Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (ii1) If the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the Conversion Rate; (B) if the Company elects to settle conversions pursuant to clause (ii) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by paying solely cash, the Company will deliver shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 25 VWAP 20 consecutive Trading Days during the related Observation Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; andand (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the Observation Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(c)(v) (provided that the amount of such cash shall be determined as if references in such Section to “Daily VWAP of the Common Shares” were instead a reference to “the daily volume-weighted average price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) If The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), promptly following the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu last day of the shares of Common Stock otherwise deliverableObservation Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock Shares entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock Shares in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of a Group Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a12.04(a)), (iiiii) any consolidation, binding share exchange, recapitalization, merger, combination or other similar event binding share exchange involving the Company, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other PersonPerson (including, for the avoidance of doubt, a Successor Redemptive Event but excluding a Spin-Off to which Section 12.04(c)(iii) applies), in each case as a result of which holders of the applicable Group Common Stock would shall be entitled to receive cash, securities or other property or assets (the “Reference Property”) with respect to or in exchange for such Group Common Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 9.01 providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 1512. If, in the case of any Merger Event, the Reference Property includes shares of stock or stock, other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.0612.05, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset assets (including cash or any combination thereof) that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all NoteholdersNoteholders and make such notice available on its website. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice and make such notice available on the Company’s website shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 12.02(b), and subject to the provisions of Section 15.01 12.01, Section 12.03 and the remaining provisions of this Section 15.0312.05(b), at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount Settlement Amount shall be based upon Reference Property consisting of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Group Common Stock equal to in each Group Component of the Conversion Rate Securities Basket immediately prior to such transaction Merger Event, multiplied by the Conversion Rate, would have owned or been entitled to receive upon such transaction (the “Reference Property”subject to Section 12.02), and (ii) the related Conversion Obligation shall be settled as set forth under clause (cd) below, it being understood and agreed that for purposes of Section 15.01(b12.01(b), references therein to “the Last Reported Sale Price of the a Group Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share the number of shares of Group Common Stock in each Component of the Securities Basket immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration” and references therein to “the Daily VWAP” shall be deemed at and after the effective time of such Merger Event to be references to “the Daily VWAP of the unit or units of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Group Common Stock in each Component of the Securities Basket immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The In the case of a Successor Redemptive Event involving less than all of the Group Common Stocks or less than all of a Group Common Stock, the Board of Directors shall make such adjustments to the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) constituting the Reference Property into which the Notes are convertible, and on which the Settlement Amount shall be based, as are necessary or appropriate to compensate for the fair market value of the Group (c) If the Company shall not become distributes to all or substantially all holders of a party Group Common Stock shares of (i) any series of the Company’s Capital Stock (other than a Group Common Stock or any Excluded Group Common Stock) constituting Publicly Traded Securities or (ii) shares of Group Common Stock pursuant to any Merger Optional Conversion Event unless its terms are consistent with this Section 15.06. None or Mandatory Conversion Event, those distributed shares shall be treated as Reference Property rather than resulting in any adjustment to the Conversion Rate or the number of shares of a Group Common Stock in any Component of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth Securities Basket, in accordance with Section 15.01 and Section 15.02 prior to the effective date of such Merger Event12.04. (cd) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k12.02(a) as follows: (iA) If the Company elects shall pay to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values Settlement Amounts for each of the 25 VWAP forty consecutive Trading Days during the related Observation Cash Settlement Averaging Period; and, such Daily Settlement Amounts determined as if the reference to “the Daily VWAP of the Securities Basket” in the definition thereof were instead a reference to “the Daily VWAP of a unit or units of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Group Common Stock in each Component of the Securities Basket immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration” (as such unit or units of Reference Property may be adjusted by the Board of Directors, in the case of a Successor Redemptive Event involving less than all the Group Common Stocks or less than all of a Group Common Stock, pursuant to Section 12.05(b) above); (iiiB) If The Daily Settlement Amounts shall be determined by the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), promptly following the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu last day of the shares of Common Stock otherwise deliverableCash Settlement Averaging Period. (ivC) For purposes of this Section 15.0612.05, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the each Group Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Group Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a14.04(a)), (iiiii) any consolidation, binding share exchange, recapitalization, merger, amalgamation, scheme of arrangement or combination or other similar event involving the Company, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock would Shares shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock Shares (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(f) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 1514. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, amalgamation, scheme of arrangement, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 15 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.0614.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefortherefore, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 14.02(a), and subject to the provisions of Section 15.01 14.01 and Section 15.0314.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, Common Shares or a combination of cash and Common Shares at the Company’s election as set forth in Section 15.02 14.02 will be changed to a right to convert such Note into cash and cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock Shares equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), ) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” . The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.0614.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, Common Shares or a combination of cash and Common Shares, as applicable, as set forth in Section 15.01 14.01 and Section 15.02 14.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property Property, at the Company’s election, in accordance with Section 15.02(b) and 15.02(k14.02(a) as follows: (i) If (A) if the Company elects to settle conversions pursuant to clause (i) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by delivering solely Reference Property, the Company will shall deliver to the converting Noteholder a number of units of Reference Property in lieu (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock otherwise deliverable; Shares immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (ii1) If the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (B) if the Company elects to settle conversions pursuant to clause (ii) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by paying solely cash, the Company will deliver shall pay to the converting Noteholder cash in an amount per $1,000 principal amount of Notes being converted equal to the sum of the Daily Conversion Values for each of the 25 VWAP sixty consecutive Trading Days during the related Observation Cash Settlement Averaging Period, such Daily Conversion Values determined as if the reference to “the VWAP of the Common Shares” in the definition thereof were instead a reference to “the VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Shares immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; andand (C) if the Company elects to satisfy its Conversion Obligation by paying or delivering, as the case may be, of a combination of cash and Reference Property, the Company shall pay and deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the sixty consecutive Trading Days during the Cash Settlement Averaging Period for such Note, such Daily Settlement Values determined as if the reference to “the VWAP of the Common Shares” in the definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Shares immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 14.02(j) (provided that the amount of such cash shall be determined as if references in such Section to “the VWAP” were instead a reference to “the VWAP of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Shares immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) If The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), promptly following the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu last day of the shares of Common Stock otherwise deliverableCash Settlement Averaging Period. (iv) For purposes of this Section 15.0614.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock Shares entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock Shares in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon In the occurrence event of (i) any Fundamental Change described in clause reclassification (bincluding, without limitation, a reclassification effected by means of an exchange or tender offer by the Company or any Subsidiary) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving the Company, or (iv) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case with another corporation as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets Property (including cash) with respect to or in exchange for such Common Stock or (iii) any such event sale or conveyance of the Property of the Company as, or substantially as, an entirety to any other corporation as a “Merger Event”)result of which holders of Common Stock shall be entitled to receive securities or other Property (including cash) with respect to or in exchange for Common Stock, then: (a) then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee enter into a supplemental indenture providing that each Note shall be convertible into the kind and amount of securities or other Property (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance which shall comply with the Trust Indenture Act as in force at the date of execution Holder of such supplemental indenture Note would have received if such supplemental indenture is then required Note had been converted immediately prior to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes as set forth in this Indenturesuch reclassification, change, consolidation, merger, combination, sale or conveyance. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15Twelve. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute Whenever a supplemental indenture pursuant to this Section 15.06is entered into as provided herein, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers’ ' Certificate briefly stating setting forth a brief statement of the reasons thereforfacts requiring such supplemental indenture. Promptly after delivery of such Officers' Certificate, the kind Company shall give or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment cause to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof given to all Noteholders. The Company shall cause each Holder a notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereofindenture. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject to the The provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” 1205 shall mean the weighted average similarly apply to all successive events of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or type described in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holdersthis Section 1205.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), (iii) any consolidation, binding share exchange, recapitalization, merger, combination or other similar event involving the Company, or (iv) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock would be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), ) and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the The Company will deliver Reference Property in lieu respect of the shares each $1,000 principal amount of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a)Notes being converted, the Company will deliver cash in an amount a Settlement Amount equal to the sum of the Daily Conversion Values Settlement Amounts for each of the 25 VWAP 40 consecutive Trading Days during the related Observation Period; andPeriod for such Note, such Daily Settlement Amounts determined as if the reference to “the Daily VWAP of the Common Stock” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(k) (provided that the amount of such cash shall be determined as if references in such Section to “the Last Reported Sale Price of the Common Stock” were instead a reference to “the Last Reported Sale Price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) If The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), promptly following the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu last day of the shares of Common Stock otherwise deliverableObservation Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a5.04(a)), (iiiii) any consolidation, binding share exchange, recapitalization, merger, combination or other similar event binding share exchange involving the Company, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes 4.01(g) as set forth in this Supplemental Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 155. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors (or a duly constituted committee thereof) shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors (or such committee) and practicable the provisions providing for the repurchase rights set forth in Article 16 6 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.065.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail provide notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed provided to each Noteholder, at its address appearing on the Note Security Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 5.02(a), and subject to the provisions of Section 15.01 5.01 and Section 15.035.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Company’s election as set forth in Section 15.02 5.02 will be changed to a right to convert each $1,000 principal amount of such Note into cash and cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”)) or a combination of cash and Reference Property at the Company’s election, and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed (iii) references herein to “Common Stock” shall be to such Reference Property to the extent the context of such references require. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property, at the Company’s election, in accordance with Section 5.02(a) as follows: (i) (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for purposes each of Section 15.01(b)the twenty consecutive Trading Days during the related Cash Settlement Averaging Period, references therein such Daily Conversion Values determined as if the reference to “the Last Reported Sale Price Daily VWAP of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references in definition thereof were instead a reference to “the Last Reported Sale Price Daily VWAP of a unit of Reference Property Property” comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration; and (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the twenty consecutive Trading Days during the Cash Settlement Averaging Period for such Note, such Daily Settlement Amounts determined as if the reference to “the Daily VWAP of the Common Stock” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property” comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None will deliver the cash in lieu of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or fractional units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions set forth pursuant to clause Section 5.02(j) (i) provided that the amount of such cash shall be determined as if references in such Section 15.02(a), to “the Company will deliver Reference Property in lieu Daily VWAP of the Common Stock” were instead a reference to “the Daily VWAP of a unit of Reference Property” composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock otherwise deliverable; (ii) If immediately prior to such Merger Event would have owned or been entitled to receive based on the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(aWeighted Average Consideration), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and. (iii) If The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), promptly following the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu last day of the shares of Common Stock otherwise deliverableCash Settlement Averaging Period. (iv) For purposes of this Section 15.065.06, the “Weighted Average Consideration” shall mean means the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event (in the event holders of the Common Stock are entitled to elect the type of consideration such holders receive, considering only holders who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders).

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving the Company, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(f) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests inter- ests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash and cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), ) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property Property, at the Company’s election, in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If (A) if the Company elects to settle conversions pursuant to clause (i) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by delivering solely Reference Property, the Company will shall deliver to the converting Noteholder a number of units of Reference Property in lieu (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock otherwise deliverable; immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (ii1) If the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (B) if the Company elects to settle conversions pursuant to clause (ii) satisfy its Conversion Obligation in re- spect of Section 15.02(a)such conversion by paying solely cash, the Company will deliver shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 25 VWAP thirty consecutive Trading Days during the related Observation Cash Settlement Averaging Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Stock” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; andand (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the thirty consecutive Trading Days during the Cash Settlement Averaging Period for such Note, such Daily Settlement Amounts determined as if the reference to “the Daily VWAP of the Common Stock” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(l) (provided that the amount of such cash shall be determined as if references in such Section to “the Last Reported Sale Price of the Common Stock” were instead a reference to “the Last Reported Sale Price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) If The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), promptly following the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu last day of the shares of Common Stock otherwise deliverableCash Settlement Averaging Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (ii) any consolidation, merger or combination of the Company with another Person, or (iii) any consolidationsale, binding share exchangelease, recapitalization, merger, combination or other similar event involving the Company, or (iv) any sale transfer or conveyance of all or substantially all of the property properties and assets of the Company and its Subsidiaries substantially as an entirety to any other Person, in each case as a result of which holders of the Common Stock would be entitled to receive cashconverted into, or exchanged for, stock, other securities or other property or assets with respect to (including cash or in exchange for such Common Stock any combination thereof) (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 6.01(a) providing for the conversion and settlement of the Notes as set forth in this First Supplemental Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15Article. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including including, to the extent required by the Board of Directors and practicable Directors, the provisions providing for the repurchase rights set forth in Article 16 5 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.064.05, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefortherefore, the kind or amount of cash, shares of stock or other securities or property or asset (including cash) that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 4.02(a), and subject to the provisions of Section 15.01 and Section 15.034.01, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), ) and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for . For purposes of Section 15.01(b), references therein to “determining the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit constitution of Reference Property comprised of Property, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) consideration that a holder of one share Common Stock would have been entitled to in the case of recapitalizations, reclassifications, consolidations, mergers, sales or transfers of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be (i) the weighted average of the kinds and amounts of consideration received by the holders of Common Stock immediately prior to that affirmatively make such Merger Event would have owned an election or been entitled to receive based on (ii) if no holders of the Weighted Average Consideration.” Common Stock affirmatively make such an election, the kinds and amounts of consideration actually received by such holders. The Company shall not become a party to any Merger Event such transaction unless its terms are consistent with this Section 15.06the preceding. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash and shares of Common Stock, as set forth in Section 15.01 4.01 and Section 15.02 4.02 prior to the effective date of any such Merger Event. (c) With If the Notes shall be deemed to be convertible into Reference Property as set forth above, the related Conversion Obligation, with respect to each $1,000 principal amount of Notes surrendered tendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or and units of Reference Property in accordance with Section 15.02(b) and 15.02(k) 4.02 as follows: (i) If The Daily Conversion Value for each day of the Company elects Conversion Period shall be based on the per unit value of the Reference Property on such day (including, subject to settle conversions pursuant to clause (i) of Section 15.02(a4.01(d), the Company will deliver any Additional Shares added to such Reference Property Property) as set forth in lieu of the Section 4.02(a). Such per unit value shall be (A) for any shares of common stock that are included in the Reference Property, as set forth in the definition of “Common Stock” as if such shares were “Common Stock” using the procedures set forth in the definition of “Closing Sale Price” in Section 1.02; (B) for any other property (other than cash) included in the Reference Property, as determined in good faith by the Board of Directors or by a New York Stock otherwise deliverable;Exchange member firm selected by the Board of Directors and (C) for any cash, the face amount of such cash. (ii) If The Company shall pay in cash the Company elects to settle conversions pursuant to Principal Return as set forth in Section 4.02(a), and an amount of Reference Property (the “Net Reference Property Amount”) determined in accordance with this clause (ii) ). The Net Reference Property Amount for each $1,000 principal amount of Section 15.02(a), the Company will deliver cash in an amount equal to Notes shall be the sum of the Daily Conversion Values of, for each of the 25 20 VWAP Trading Days during in the related Observation Period; andConversion Period for such Notes, an amount of units of Reference Property equal to (1) any excess of (a) the Daily Conversion Value on such Trading Day (determined in the same manner as set forth in Section 4.05(c)(i) above) over (b) $50, divided by (2) the per unit value of such Reference Property on such Trading Day. (iiid) If Notwithstanding clause (c) above, if the Notes are tendered for conversion prior to the effective date of any such Merger Event pursuant to Section 4.01(d) above, and the Company elects shall be obligated to settle conversions pursuant deliver any increase to clause (iii) the Daily Conversion Value in additional Net Shares following the effective date of Section 15.02(a)such Merger Event, such additional Net Shares shall be delivered in the Company will deliver kind and amount of Reference Property as follows, (x) cash a holder of such additional Net Shares would have received in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverablesuch Merger Event. (ive) For purposes The Company shall cause notice of the execution of a supplemental indenture pursuant to this Section 4.05 to be mailed to each Noteholder, at his address appearing on the Security Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (f) The above provisions of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any successive Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holdersEvents.

Effect of Reclassification, Consolidation, Merger or Sale. (a) Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock Ordinary Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), (iii) any consolidation, binding share exchange, recapitalization, merger, combination or other similar event involving the Company, or (iv) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock Ordinary Shares would be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock Ordinary Shares (any such event a “Merger Event”), then: (a) then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all NoteholdersHolders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each NoteholderHolder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of common stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock Ordinary Shares equal to the applicable Conversion Rate in effect immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), ) and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” Ordinary Shares shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of common stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock Ordinary Shares immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder Holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock Ordinary Shares otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchangemerger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive cash, recapitalization, merger, combination securities or other similar event involving the Companyproperty or assets with respect to or in exchange for such Common Stock, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(a) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15Article. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefortherefore, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 15.02(a) and Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.0315.01, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stockcash, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”). However, and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) belowif, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event transaction, settlement of Notes converted were to be references in cash and shares of Common Stock as described under Section 15.02(b), a Noteholder will be entitled thereafter to “convert its Notes into cash (up to the Last Reported Sale Price aggregate principal amount thereof) and the same type (and in the same proportion) of a unit Reference Property, based on the Daily Settlement Amounts or Daily Net Share Amounts, as applicable, of Reference Property comprised in an amount equal to the applicable Conversion Rate, as described under Section 15.02(b). For purposes of determining the kind constitution of Reference Property, the type and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) consideration that a holder of one share Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock immediately prior to that affirmatively make such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” an election. The Company shall not become a party to any Merger Event such transaction unless its terms are consistent with this Section 15.06the preceding. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into Common Stock or cash and shares of Common Stock, if any, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Eventdate. (c) With respect The Company shall cause notice of the execution of such supplemental indenture to be mailed to each $1,000 principal amount Noteholder, at his address appearing on the Note register provided for in this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverablesupplemental indenture. (ivd) For purposes The above provisions of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any successive Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holdersEvents.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving of the CompanyCompany with another Person, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “"Merger Event”"), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(h) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ ' Certificate briefly stating the reasons therefortherefore, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register register provided for in this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “"Reference Property”), ") and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “. In the Last Reported Sale Price event holders of the Common Stock” Stock have the opportunity to elect the form of consideration to be received in such Merger Event, the Company shall make adequate provision whereby the holders of the Notes shall have a reasonable opportunity to determine the form of consideration into which all of the Notes, treated as a single class, shall be deemed at convertible from and after the effective time date of such Merger Event Event. Such determination shall be as set forth in Section 9.01 and shall be subject to be references any limitations to “the Last Reported Sale Price of a unit of Reference Property comprised which all of the kind and amount holders of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of the Common Stock immediately prior are subject, such as pro-rata reductions applicable to any portion of the consideration payable in such Merger Event would have owned or been entitled and shall be conducted in such a manner as to receive be completed by the date that is the earliest of (x) the deadline for elections to be made by holders of the Common Stock in connection with such Merger Event, and (y) two Scheduled Trading Days prior to the anticipated effective date of such Merger Event. The Company shall provide notice of the opportunity to determine the form of such consideration, as well as notice of the determination made by holders of the Notes by issuing a press release and providing a copy of each such notice to the Trustee. Notwithstanding anything herein to the contrary, any such determination by the holders of the Notes shall be based solely on the Weighted Average Consideration.” elections of Holders received by the Trustee on or prior to the date of completion referred to in the second preceding sentence and the form or forms of consideration so determined shall be in the same proportion as the proportion in principal amount of Notes so electing each such form of consideration. The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash and shares of Common Stock, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With If the Notes are convertible into cash and Reference Property as set forth above, the related Conversion Obligation, with respect to each $1,000 principal amount of Notes surrendered tendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or and units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If The Company shall deliver, on the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), third Business Day immediately following the Company will deliver Reference Property in lieu last day of the related Cash Settlement Averaging Period, cash and shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a)Stock, the Company will deliver cash in an amount if any, equal to the sum of the Daily Conversion Values Settlement Amounts for each of the 25 VWAP twenty-five Trading Days during the related Observation Period; and Cash Settlement Averaging Period (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, provided that (x) cash such Daily Settlement Amounts, and the Daily Conversion Value, will be determined as if references in an amount equal such definitions to "the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders Daily VWAP of the Common Stock entitled to receive cashStock" were references instead "the Daily VWAP of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such transaction would have owned or been entitled to receive" (subject to the Noteholder's right to determine the form of consideration into which all of the Notes, treated as a single class, shall be convertible from and after the effective date of such Merger Event as described above in this Section 15.06) and (y) the Daily VWAP shall be determined with respect to or such a unit of Reference Property). (ii) The Company will deliver the cash in exchange for lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(l) (provided that the amount of such Common Stock cash shall be determined as if references in any Merger Event who affirmatively make such an election; provided that, if Section to "the types and amounts of consideration that holders Last Reported Sale Price of the Common Stock would be entitled Stock" were a reference instead to receive with respect to or in exchange for such Common Stock is based in part upon any form "the Last Reported Sale Price of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders a unit of Reference Property composed of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types kind and amount of consideration actually received by such non-electing holders.shares of stock, securities or other property or assets (including cash or any combination

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving the Companyof Boston Properties with another Person, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company Boston Properties to any other Person, in each either case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion exchange and settlement of the Notes as set forth in this Fifth Supplemental Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 9 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.068.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withthereto, and the Trustee shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 8.02(a) and Section 8.02(b), and subject to the provisions of Section 15.01 and Section 15.038.01, at and after the effective time of such Merger Event, (i) the right to convert exchange each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert exchange such Note into cash and by reference to the kind and amount of shares of stockcash, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Exchange Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed such that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at from and after the effective time of such Merger Event transaction, a Noteholder will be entitled thereafter to be references exchange its Notes into cash (up to “the Last Reported Sale Price aggregate principal amount thereof) and the same type (and in the same proportion) of a unit Reference Property, based on the Daily Settlement Amounts of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a)applicable Exchange Rate, the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.described under

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchangemerger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive cash, recapitalization, merger, combination securities or other similar event involving the Companyproperty or assets with respect to or in exchange for such Common Stock, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 15.01 providing for the conversion and settlement of the Notes Securities as set forth in this Indenture. Such supplemental indenture shall provide for Conversion Rate adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 159. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 8 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.069.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefortherefore, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indentureSecurityholders. (b) Subject Notwithstanding the provisions of Section 9.02(a), and subject to the provisions of Section 15.01 and Section 15.039.01, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 Securities will be changed to a right to convert such Note Security into cash and the kind and amount of shares of stockcash, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”). In such a case, and (ii) any increase in the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes Rate by Additional Shares as set forth in Section 15.01 and Section 15.02 prior 9.01 shall not be payable in shares of Common Stock, but shall represent a right to receive the effective date of such Merger Event. (c) With respect to each $1,000 principal aggregate amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property into which the Additional Shares would convert in accordance with Section 15.02(b) and 15.02(k) as follows: the transaction from the surviving entity (i) If or an indirect or direct parent thereof). For purposes of determining the Company elects to settle conversions pursuant to clause (i) constitution of Section 15.02(a)Reference Property, the Company will deliver Reference Property in lieu type and amount of the shares consideration that a holder of Common Stock otherwise deliverable; would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash determined based in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions part upon any conversion and (yform of stockholder election) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean will be deemed to be the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if election. The Company shall not become a party to any such transaction unless its terms are consistent with the holders preceding. None of the foregoing provisions shall affect the right of a majority Holder of the Securities to convert its Securities into Common Stock or cash and shares of Common Stock do Stock, if any, as set forth in Section 9.01 and Section 9.02 prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Securityholder, at his address appearing on the Security Register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affirmatively make affect the legality or validity of such an electionsupplemental indenture. (d) The above provisions of this Section shall similarly apply to successive Merger Events. (e) In the event that the Company elects to adjust the Conversion Rate and Conversion Obligation as set forth in Section 9.05, the types and amount provisions of consideration actually received by such non-electing holdersthat Section shall apply rather than the provisions set forth in this Section 9.06.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereofrecapitalization, (ii) any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any a consolidation, binding share exchange, recapitalization, merger, combination or other similar event binding share exchange involving the Company, (iii) a sale, lease, conveyance or (iv) any sale or conveyance other transfer of all or substantially all of the property and assets of the Company to any other Person, or (iv) any statutory share exchange, in each case as a result of which holders of Common Stock would be entitled to receive cashconverted into, securities or exchanged for, stock, other securities, other property or assets with respect to (including cash or in exchange for such Common Stock any combination event) (any such event event, a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes as set forth in this Indentureindenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 1513. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors (or a duly constituted committee thereof) shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein(or such committee). In the event the Company shall execute a supplemental indenture pursuant to this Section 15.0613.06, the Company shall promptly file with the Trustee an Officers’ Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail provide notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed provided to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 13.02(a), and subject to the provisions of Section 15.01 13.01 and Section 15.0313.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 a Note will be changed to into a right to convert such Note it into cash and the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”)) upon such transaction. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, and (ii) the related Company’s Conversion Obligation shall be settled in cash or units of Reference Property, at the Company’s election, in accordance with Section 13.02(a) as set forth under clause follows: (ci) below, it being understood and agreed that for purposes of Section 15.01(b), references therein (A) if the Company elects to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time satisfy its Conversion Obligation in respect of such Merger Event conversion by delivering solely Reference Property, the Company shall deliver to be references to “the Last Reported Sale Price converting Noteholder a number of a unit units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party ) equal to any Merger Event unless its terms are consistent with this Section 15.06. None of (1) the foregoing provisions shall affect the right of a holder aggregate principal amount of Notes to convert be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; and (B) if the Company elects to satisfy its Notes as set forth Conversion Obligation in Section 15.01 and Section 15.02 prior respect of such conversion by paying solely cash, the Company shall pay to the effective date of such Merger Event. (c) With respect to each converting Noteholder cash in an amount, per $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP twenty consecutive Trading Days during the related Observation Settlement Averaging Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Stock” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property” comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration; and (iii) If provided that, to the Company elects extent that such Reference Property consists of property or assets other than securities traded on a Relevant Exchange, the “the Daily VWAP of a unit of Reference Property” in respect of such property or assets shall be determined in good faith by the Board of Directors; provided further that, if prior to settle conversions pursuant to clause (iii) of Section 15.02(a)the Conversion Date for any converted Notes the Common Stock has been replaced by Reference Property, the Company will deliver the number of units of Reference Property consisting solely of cash, then the Company will pay the amount of cash due in respect of its Conversion Obligation on the third Trading Day immediately following the relevant Conversion Date. (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as follows, set forth pursuant to Section 13.02(e) (x) provided that the amount of such cash shall be determined as if references in an amount equal such Section to “the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu Daily VWAP of the Common Stock” were instead a reference to “the Daily VWAP of a unit of Reference Property” composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock otherwise deliverableimmediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration). (iii) The Daily Conversion Values shall be determined by the Company promptly following the last day of the Settlement Averaging Period. (iv) For purposes of this Section 15.0613.06, the “Weighted Average Consideration” shall mean means the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event (in the event holders of the Common Stock are entitled to elect the type of consideration such holders receive, considering only holders who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders).

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, merger or binding share exchange, recapitalization, merger, combination or other similar event involving the Company, or (iv) any sale or conveyance of all or substantially all of the property and assets exchange of the Company to any other Person, in each case with another Person as a result of which holders of Common Stock would shall be entitled to receive cashstock, securities securities, other property, assets or other property or assets cash with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock (any shall be entitled to receive stock, securities, other property, assets or cash with respect to or in exchange for such event a “Merger Event”)Common Stock, then: (a) the Company and each Subsidiary Guarantor (or the successor or purchasing Person, as the case may be), shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and 102 settlement of the Notes Debentures as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15Article. If, in the case of any Merger Eventsuch reclassification, change, consolidation, merger, binding share exchange, sale or conveyance, the Reference Exchange Property includes shares of stock stock, other securities, property or other securities and assets of a corporation Person other than the successor or purchasing corporationPerson, as the case may be, in such reclassification, change, consolidation, merger, combinationbinding share exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation Person and shall contain such additional provisions to protect the interests of the holders of the Notes Debentures as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors of the Company and practicable the provisions providing for the repurchase rights set forth in Article 16 3 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 17.02(a), and subject to the provisions of Section 15.01 and Section 15.0317.01, at and after the effective time of such Merger Event, (i) the right Conversion Value with respect to convert each $1,000 principal amount of Notes Debentures tendered for conversion on or after the second Trading Day immediately preceding the effective date of any such transaction, shall be calculated (as set forth provided in Section 15.02 will be changed to a right to convert such Note into cash and clause (d) below) based on the kind and amount of shares of stock, securities securities, other property, assets or other property cash received upon such reclassification, change, consolidation, merger, binding share exchange, sale or assets (including cash or any combination thereof) that conveyance by a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Rate (plus Additional Shares, to the extent that the holder is entitled to Additional Shares in accordance with Section 17.01(c) upon conversion) immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”"EXCHANGE PROPERTY"), and assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, securities, other property, assets or cash receivable upon such consolidation, merger, binding share exchange, sale or conveyance (ii) provided that, if the related Conversion Obligation kind or amount of stock, securities, other property, assets or cash receivable upon such consolidation, merger, binding share exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall be settled as set forth under clause not have been exercised (c) below"NON-ELECTING SHARE"), it being understood and agreed that then for the purposes of this Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of 17.06 the kind and amount of shares of stock, securities securities, other property, assets or other property cash receivable upon such consolidation, merger, binding share exchange, sale or assets (including cash or any combination thereof) that conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None plurality of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Eventnon-electing shares). (c) With The Conversion Value in respect to each $1,000 principal amount of Notes surrendered any Debentures tendered for conversion on or after the second Trading Day immediately preceding the effective date of any such Merger Event, the Company’s Conversion Obligation transaction shall be settled equal to the average of the daily values of the Exchange Property pertaining to such Debentures as determined in cash or units the next sentence (the "EXCHANGE PROPERTY VALUE") for each of Reference Property in accordance with Section 15.02(bthe ten (10) consecutive Trading Days (appropriately adjusted to take into account the occurrence during such period of stock splits and 15.02(ksimilar events) as followsbeginning on the later of (A) the second Trading Day immediately following the day the Debentures are tendered for conversion and (B) the effective date of such transaction (the "EXCHANGE PROPERTY AVERAGE PRICE"). For the purpose of determining the value of any Exchange Property: (i) If the Company elects to settle conversions pursuant to clause (i) any shares of Section 15.02(a), the Company will deliver Reference Property in lieu common stock of the successor or purchasing Person or any other Person that are included in the Exchange Property shall be valued as set forth in Section 17.02 as if such shares were "Common Stock" using the procedures set forth in the definition of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of "Closing Price" in Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period1.01; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a10.04(a)), (iiiii) any consolidation, binding share exchange, recapitalization, merger, combination or other similar event binding share exchange involving the Company, or (iviii) any sale sale, transfer, lease or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of the Common Stock would be entitled to receive cashconverted into, securities or exchanged for stock, other securities, other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes 9.01(c) as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 1510. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 11 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.0610.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cashstock, securities or other securities, other property or asset assets that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail provide notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed provided to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 10.02(a), and subject to the provisions of Section 15.01 10.01 and Section 15.0310.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into shares of Common Stock as set forth in Section 15.02 10.02 will be changed to a right to convert each $1,000 principal amount of such Note into cash and the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and ) upon such Merger Event (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), (iii) references therein herein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after to such Reference Property to the effective time extent the context of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Eventrequires. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property Property, in accordance with Section 15.02(b) and 15.02(k10.02(a) as follows: (i) If (A) the Company elects shall deliver to settle conversions pursuant to clause (i) the converting Noteholder a number of Section 15.02(a), the Company will deliver units of Reference Property in lieu (each such unit comprised of the kind and amount of shares of stock, other securities or other property or assets that a holder of one share of Common Stock otherwise deliverableimmediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the The Company will deliver the cash in an amount equal lieu of fractional units of Reference Property, or increase the number of units of Reference Property to the sum next whole unit, as set forth pursuant to Section 10.02(a) (provided that the amount of such cash shall be determined as if references in such Section to “the Daily VWAP of the Common Stock” were instead a reference to “the Daily Conversion Values for each VWAP of a unit of Reference Property” composed of the 25 VWAP Trading Days during kind and amount of shares of stock, other securities, other property or assets that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the related Observation Period; andWeighted Average Consideration). (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.0610.06, the “Weighted Average Consideration” shall mean means the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cashshares of stock, other securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event (in the event holders of the Common Stock are entitled to elect the type of consideration such holders receive, considering only holders who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders).

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving the Company, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(f) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 15.02(a), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash and cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), ) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property Property, at the Company’s election, in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If (A) if the Company elects to settle conversions pursuant to clause (i) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by delivering solely Reference Property, the Company will shall deliver to the converting Noteholder a number of units of Reference Property in lieu (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock otherwise deliverable; immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (ii1) If the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (B) if the Company elects to settle conversions pursuant to clause (ii) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by paying solely cash, the Company will deliver shall pay to the converting Noteholder cash in an amount per $1,000 principal amount of Notes being converted equal to the sum of the Daily Conversion Values for each of the 25 VWAP twenty consecutive Trading Days during the related Observation Cash Settlement Averaging Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Stock” in the definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; andand (C) if the Company elects to satisfy its Conversion Obligation by paying or delivering, as the case may be, of a combination of cash and Reference Property, the Company shall pay and deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the twenty consecutive Trading Days during the Cash Settlement Averaging Period for such Note, such Daily Settlement Amounts determined as if the reference to “the Daily VWAP of the Common Stock” in the definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(j) (provided that the amount of such cash shall be determined as if references in such Section to “the Daily VWAP” were instead a reference to “the Daily VWAP of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) If The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), promptly following the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu last day of the shares of Common Stock otherwise deliverableCash Settlement Averaging Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Class A Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchangemerger or combination of the Company with another Person as a result of which holders of Class A Common Stock shall be entitled to receive stock, recapitalization, merger, combination securities or other similar event involving the Companyproperty or assets (including cash) with respect to or in exchange for such Class A Common Stock, or (iviii) any sale or conveyance of all or substantially all of the property properties and assets of the Company to any other Person, in each case Person as a result of which holders of Class A Common Stock would shall be entitled to receive cashstock, securities or other property or assets (including cash) with respect to or in exchange for such Class A Common Stock (any such event a “Merger Event”)Stock, then: (a) the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes Debentures as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15or pursuant to Section 15.01(e), as the case may be. If, in the case of any Merger Eventsuch reclassification, change, consolidation, merger, combination, sale or conveyance, the Reference Exchange Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes Debentures as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.0615.05, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefortherefore, the kind or amount of cash, shares of stock or other securities or property or asset (including cash) that will comprise constitute the Reference Exchange Property after any such Merger Eventreclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all NoteholdersDebentureholders. (b) Notwithstanding the provisions of Section 15.02(a), and subject to the provisions of Section 15.01, including, without limitation, Section 15.01(e), the Conversion Value with respect to each $1,000 principal amount of Debentures tendered for conversion on or after the second Trading Day immediately preceding the effective date of any such transaction, shall be calculated (as provided in clause (d) below) based on the kind and amount of shares of stock and other securities or property or assets (including cash) or any combination thereof received upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of Class A Common Stock holding, immediately prior to the transaction, a number of shares of Class A Common Stock equal to the Conversion Rate (plus Additional Shares, to the extent that the holder is entitled to Additional Shares in accordance with Section 15.01(d) upon conversion) immediately prior to such transaction (the “Exchange Property”), assuming such holder of Class A Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Class A Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purposes of this Section 15.05 the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). (c) The Conversion Value in respect of any Debentures tendered for conversion on or after the second Trading Day immediately preceding the effective date of any such transaction shall be equal to the average of the daily values of the Exchange Property pertaining to such Debentures as determined in the next sentence (the “Exchange Property Value”) for each of the ten consecutive Trading Days (appropriately adjusted to take into account the occurrence during such period of stock splits and similar events) beginning on the later of (A) the second Trading Day immediately following the day the Debentures are tendered for conversion and (B) the effective date of such transaction (the “Exchange Property Weighted Average Price”). For the purpose of determining the value of any Exchange Property: (i) Any shares of common stock of the successor or purchasing corporation or any other corporation that are included in the Exchange Property shall be valued as set forth in Section 15.02 as if such shares were “Common Stock” using the procedures set forth in the definition of “Last Reported Sale Price” in Section 1.01; and (ii) Any other property (other than cash) included in the Exchange Property shall be valued in good faith by the Board of Directors or by a New York Stock Exchange member firm selected by the Board of Directors. (d) The Company shall deliver such Conversion Value to holders of Debentures so converted as follows: (i) An amount equal to the Principal Return, determined as set forth in Section 15.02(b)(i); and (ii) If the Conversion Value of the Debentures so converted is greater than the Principal Return, an amount of Exchange Property, determined as set forth below, equal to such aggregate Conversion Value less the Principal Return (the “Net Exchange Property Amount”). The amount of Exchange Property to be delivered shall be determined by dividing the Net Exchange Property Amount by the Exchange Property Weighted Average Price. If the Exchange Property includes more than one kind of property, the amount of Exchange Property of each kind to be delivered shall be in the proportion that the Exchange Property Value of such kind of Exchange Property bears to the Exchange Property Value of all the Exchange Property. If the foregoing calculations would require the Company to deliver a fractional share or unit of Exchange Property to a holder of Debentures being converted, the Company shall deliver cash in lieu of such fractional share or unit based on its Exchange Property Weighted Average Price. (e) Notwithstanding clauses (b), (c) and (d) above, if the Debentures are tendered for conversion prior to the effective date of any such transaction pursuant to Section 15.01(d) above, and the Principal Return and Net Shares, if any, have been determined, but have not been delivered prior to the effective date of such transaction, then the Company shall (i) pay the Principal Return in cash and (ii) subject to Section 15.01(e), instead of delivering Net Shares, if applicable, deliver an amount of Exchange Property that a holder of Common Stock, holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Net Shares, would receive, assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each non-electing share, then for the purposes of this Section 15.05 the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). If the foregoing calculations would require the Company to deliver a fractional share or unit of Exchange Property to a holder of Debenture being converted, the Company shall deliver cash in lieu of such fractional share or unit based on the Exchange Property Value (as so determined). (f) Notwithstanding clauses (b), (c), (d) and (e) above, if Debentures are tendered for conversion at a time when neither of the ten day weighted averaging periods contemplated in clause (c) or clause (e) applies in full to the determination of the Conversion Value, then the Conversion Value and the amount of cash and Exchange Property comprising the Principal Return and the Net Shares will be determined proportionally, with the weighted average amount relating to the portion of the ten day period falling prior to the effective date being valued as contemplated by clause (e) and with the weighted average amount relating to the portion of that period falling on or after the effective date being valued as contemplated by clause (c). (g) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each NoteholderDebentureholder, at its his address appearing on the Note Register Debenture register provided for in this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (bh) Subject to the The above provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06shall similarly apply to successive reclassifications, the “Weighted Average Consideration” shall mean the weighted average of the types changes, consolidations, mergers, combinations, sales and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holdersconveyances.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of of: (i) any Fundamental Change described in clause (b) of the definition thereofrecapitalization, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), ; (iiiii) any consolidation, binding share exchange, recapitalization, merger, combination or other similar event transaction involving the Company; (iii) any sale, lease or other transfer to a third party of the assets of the Company and the Company’s Subsidiaries substantially as an entirety; or (iv) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, statutory share exchange; in each case as a result of pursuant to which holders of Common Stock would shall be entitled to receive cashconverted into, or exchanged for, stock, securities or other property or assets with respect to (including cash or in exchange for such Common Stock any combination thereof) (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(b) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale sale, conveyance, transfer, lease or conveyanceother disposition, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes Noteholders as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 19 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefortherefore, the kind or amount of cashstock, securities or other property or asset assets (including cash or any combination thereof) that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, : (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 into cash, shares of Common Stock or a combination of cash and shares of Common Stock will be changed to a right to convert such Note into cash and cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), or a combination of cash and Reference Property; and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) belowSection 15.06(c), it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive (based on the Weighted Average Consideration.” , if applicable). The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes based on the Common Stock and settled in cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, at the Company’s election, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or cash, units of Reference Property or a combination of cash and units of Reference Property, at the Company’s election, in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If (A) if the Company elects to settle conversions pursuant to clause (i) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by delivering solely Reference Property, the Company will shall deliver to the converting Noteholder a number of units of Reference Property in lieu (each such unit comprised of the kind and amount of shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cashstock, securities or other property or assets with respect to (including cash or in exchange for such any combination thereof) that a holder of one share of Common Stock in any immediately prior to such Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be have owned or been entitled to receive with respect to or in exchange for such Common Stock is (based in part upon any form of stockholder election, on the “Weighted Average Consideration” will be deemed , if applicable) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (A2) if holders the then-applicable Conversion Rate (as adjusted to reflect the applicable number of the majority units of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.Reference Property);

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (ii) any consolidation, merger or combination of the Company with another Person, or (iii) any consolidationsale, binding share exchangelease, recapitalization, merger, combination or other similar event involving the Company, or (iv) any sale transfer or conveyance of all or substantially all of the property properties and assets of the Company and its Subsidiaries substantially as an entirety to any other Person, in each case as a result of which holders of the Common Stock would be entitled to receive cashconverted into, or exchanged for, stock, other securities or other property or assets with respect to (including cash or in exchange for such Common Stock (any combination thereof)(any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 6.01(a) providing for the conversion and settlement of the Notes as set forth in this First Supplemental Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15Article. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including including, to the extent required by the Board of Directors and practicable Directors, the provisions providing for the repurchase rights set forth in Article 16 5 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.064.05, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefortherefore, the kind or amount of cash, shares of stock or other securities or property or asset (including cash) that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 4.02(a), and subject to the provisions of Section 15.01 and Section 15.034.01, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), ) and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for . For purposes of Section 15.01(b), references therein to “determining the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit constitution of Reference Property comprised of Property, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) consideration that a holder of one share Common Stock would have been entitled to in the case of recapitalizations, reclassifications, consolidations, mergers, sales or transfers of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be (i) the weighted average of the kinds and amounts of consideration received by the holders of Common Stock immediately prior to that affirmatively make such Merger Event would have owned an election or been entitled to receive based on (ii) if no holders of the Weighted Average Consideration.” Common Stock affirmatively make such an election, the kinds and amounts of consideration actually received by such holders. The Company shall not become a party to any Merger Event such transaction unless its terms are consistent with this Section 15.06the preceding. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash and shares of Common Stock, as set forth in Section 15.01 4.01 and Section 15.02 4.02 prior to the effective date of any such Merger Event. (c) With If the Notes shall be deemed to be convertible into Reference Property as set forth above, the related Conversion Obligation, with respect to each $1,000 principal amount of Notes surrendered tendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or and units of Reference Property in accordance with Section 15.02(b) and 15.02(k) 4.02 as follows: (i) If The Daily Conversion Value for each day of the Company elects Conversion Period shall be based on the per unit value of the Reference Property on such day (including, subject to settle conversions pursuant to clause (i) of Section 15.02(a4.01(d), the Company will deliver any Additional Shares added to such Reference Property Property) as set forth in lieu of the Section 4.02(a). Such per unit value shall be (A) for any shares of common stock that are included in the Reference Property, as set forth in the definition of “Common Stock” as if such shares were “Common Stock” using the procedures set forth in the definition of “Closing Sale Price” in Section 1.02; (B) for any other property (other than cash) included in the Reference Property, as determined in good faith by the Board of Directors or by a New York Stock otherwise deliverable;Exchange member firm selected by the Board of Directors and (C) for any cash, the face amount of such cash. (ii) If The Company shall pay in cash the Company elects to settle conversions pursuant to Principal Return as set forth in Section 4.02(a), and an amount of Reference Property (the “Net Reference Property Amount”) determined in accordance with this clause (ii) ). The Net Reference Property Amount for each $1,000 principal amount of Section 15.02(a), the Company will deliver cash in an amount equal to Notes shall be the sum of the Daily Conversion Values of, for each of the 25 20 VWAP Trading Days during in the related Observation Period; andConversion Period for such Notes, an amount of units of Reference Property equal to (1) any excess of (a) the Daily Conversion Value on such Trading Day (determined in the same manner as set forth in Section 4.05(c)(i) above) over (b) $50, divided by (2) the per unit value of such Reference Property on such Trading Day. (iiid) If Notwithstanding clause (c) above, if the Notes are tendered for conversion prior to the effective date of any such Merger Event pursuant to Section 4.01(d) above, and the Company elects shall be obligated to settle conversions pursuant deliver any increase to clause (iii) the Daily Conversion Value in additional Net Shares following the effective date of Section 15.02(a)such Merger Event, such additional Net Shares shall be delivered in the Company will deliver kind and amount of Reference Property as follows, (x) cash a holder of such additional Net Shares would have received in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverablesuch Merger Event. (ive) For purposes The Company shall cause notice of the execution of a supplemental indenture pursuant to this Section 4.05 to be mailed to each Noteholder, at his address appearing on the Security Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (f) The above provisions of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any successive Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holdersEvents.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving the Company, or (iv) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case with another Person as a result of which holders of Common Stock would shall be entitled to receive cashstock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (any including cash) with respect to or in exchange for such event a “Merger Event”)Common Stock, then: (a) the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15Article. If, in the case of any Merger Eventsuch reclassification, change, consolidation, merger, combination, sale or conveyance, the Reference Exchange Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In . (b) Notwithstanding the event provisions of Section 15.02(a), and subject to the Company shall execute a supplemental indenture pursuant to this provisions of Section 15.0615.01(a)(ii), the Company Conversion Value with respect to each $1,000 principal amount of Notes converted following the effective date of any such transaction, shall promptly file be calculated (as provided in clause (d) below) based on the kind and amount of shares of stock and other securities or property or assets (including cash) received upon such reclassification, change, consolidation, merger, combination sale or conveyance by a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Rate (plus Additional Shares, to the extent that the holder is entitled to Additional Shares in accordance with Section 15.01(d) upon conversion) immediately prior to such transaction (the Trustee an Officers’ Certificate briefly stating the reasons therefor“Exchange Property”), assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of cashsecurities, securities cash or other property receivable upon such consolidation, merger, statutory exchange, sale or asset that will comprise conveyance (provided that, if the Reference Property after kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purposes of this Section 15.05 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). (c) The Conversion Value in respect of any Notes converted following the effective date of any such Merger Eventtransaction shall be equal to the average of the daily values of the Exchange Property pertaining to such Notes as determined in the next sentence (the “Exchange Property Value”) for each of the five consecutive Trading Days (appropriately adjusted to take into account the occurrence during such period of stock splits and similar events) beginning on the later of (A) the second Trading Day immediately following the day the Notes are tendered for conversion and (B) the Effective Date of such transaction (the “Exchange Property Weighted Average Price”). For the purpose of determining the value of any Exchange Property: (i) Any shares of common stock of the successor or purchasing corporation or any other corporation that are included in the Exchange Property shall be valued as set forth in Section 15.02 as if such shares were “Common Stock” using the procedures set forth in the definition of “Closing Sale Price” in Section 1.01; and (ii) Any other property (other than cash) included in the Exchange Property shall be valued in good faith by the Board of Directors or by a New York Stock Exchange member firm selected by the Board of Directors. (d) The Company shall deliver such Conversion Value to holders of Notes so converted as follows: (i) An amount equal to the Principal Return, any adjustment determined as set forth in Section 15.02(b)(i); and (ii) If the Conversion Value of the Notes so converted is greater than the Principal Return, an amount of Exchange Property, determined as set forth below, equal to such aggregate Conversion Value less the Principal Return (the “Net Exchange Property Amount”). The amount of Exchange Property to be made delivered shall be determined by dividing the Net Exchange Property Amount by the Exchange Property Weighted Average Price. If the Exchange Property includes more than one kind of property, the amount of Exchange Property of each kind to be delivered shall be in the proportion that the Exchange Property Value of such kind of Exchange Property bears to the Exchange Property Value of all the Exchange Property. If the foregoing calculations would require the Company to deliver a fractional share or unit of Exchange Property to a holder of Notes being converted, the Company shall deliver cash in lieu of such fractional share or unit based on its Exchange Property Weighted Average Price. (e) Notwithstanding clauses (b), (c) and (d) above, if the Notes are tendered for conversion prior to the Effective Date of any such transaction pursuant to Section 15.01(d) above, and the Principal Return and Net Shares, if any, have been determined as of the Effective Date of such transaction, then the Company shall (i) pay the Principal Return in cash and (ii) instead of delivering Net Shares, if applicable, deliver an amount of Exchange Property that a holder of Common Stock, holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Net Shares, would receive, assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each non-electing share, then for the purposes of this Section 15.05 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). If the foregoing calculations would require the Company to deliver a fractional share or unit of Exchange Property to a holder of Notes being converted, the Company shall deliver cash in lieu of such fractional share or unit based on the Exchange Property Value (as so determined). (f) Notwithstanding the foregoing and anything to the contrary in this Indenture, with respect thereto and that all conditions precedent have been complied withto any Notes converted following the effective date of any such transaction, and shall promptly mail notice thereof to all Noteholders. the Company may, at its option, satisfy its Conversion Obligation by paying in cash the Conversion Value of such Notes. (g) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholderholder of Notes, at its his address appearing on the Note Register register provided for in this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (bh) Subject to the The above provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06shall similarly apply to successive reclassifications, the “Weighted Average Consideration” shall mean the weighted average of the types changes, consolidations, mergers, combinations, sales and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holdersconveyances.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving of the CompanyCompany with another Person, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each either case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 901 of the Base Indenture providing for the conversion and settlement of the Notes as set forth in this Supplemental Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 5 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.064.05, the Company shall promptly file with the Trustee an Officers’ Officer’s Certificate briefly stating the reasons therefortherefore, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indentureHolders. (b) Subject Notwithstanding the provisions of Section 4.02(a) and Section 4.02(b), and subject to the provisions of Section 15.01 and Section 15.034.01, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and by reference to the kind and amount of shares of stockcash, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed such that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at from and after the effective time of such Merger Event to transaction, a Holder will be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes thereafter to convert its Notes as set forth in Section 15.01 and Section 15.02 prior into cash (up to the effective date of such Merger Event. (c) With respect to each $1,000 aggregate principal amount thereof) and the same type (and in the same proportion) of Notes surrendered for conversion after Reference Property, based on the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units Daily Settlement Amounts of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum applicable Conversion Rate, as described under Section 4.02(b). For purposes of determining the Daily Conversion Values for each constitution of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a)Reference Property, the Company will deliver Reference Property as follows, (x) cash in an type and amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares consideration that a holder of Common Stock otherwise deliverable. would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (ivdetermined based in part upon any form of stockholder election) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean will be deemed to be the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if election. The Company shall not become a party to any such transaction unless its terms are consistent with the holders preceding. None of the foregoing provisions shall affect the right of a majority Holder of Notes to convert its Notes in accordance with the provisions of Article 4 hereof prior to the effective date. (c) The Company shall cause notice of the shares execution of Common Stock do such supplemental indenture to be mailed to each Holder, at his address appearing on the Security Register provided for in this Indenture, within twenty (20) days after execution thereof Failure to deliver such notice shall not affirmatively make affect the legality or validity of such an election, the types and amount supplemental indenture. (d) The above provisions of consideration actually received by such non-electing holdersthis Section shall similarly apply to successive Merger Events.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving of the CompanyCompany with another Person, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each either case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 9.01(a) providing for the conversion put exercise and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 14 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.0613.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefortherefore, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 13.02(a) and Section 13.02(b), and subject to the provisions of Section 13.01, at the effective time of such Merger Event, the right to put each $1,000 principal amount of Notes to the Company based on the Put Value Rate based on Shares of Common Stock will be changed to the Put Value Rate based on the kind and amount of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Put Value Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction upon the put exercise by the Noteholder and the Net Share Settlement Option exercised by the Company, a Noteholder will be entitled to receive with respect to its Notes (i) cash (up to the aggregate principal amount thereof); and (ii) in lieu of the shares of Common Stock otherwise deliverable, the same type (and in the same proportion) of Reference Property (or cash in lieu of the foregoing if the Company has not exercised its Net Share Settlement Option). The amount of cash or any Reference Property shall be based on the Daily Settlement Amounts of Reference Property (if the Company has exercised the Net Share Settlement Option) or the Daily Put Values (if it has not), in each case in an amount equal to the applicable Put Value Rate, as described under Section 13.02(a) For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with this Section 13.06. None of the foregoing provisions shall affect the right of a holder of Notes to put its Notes to the Company in accordance with the provisions of Article 13 hereof prior to the effective date of the Merger Event. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its his address appearing on the Note Register provided for in this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (bd) Subject to the The above provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any successive Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holdersEvents.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving of the CompanyCompany with another Person, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event in this paragraph a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 9.01(a) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 15 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.0613.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefortherefore, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail transmit notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 13.02(a), and subject to the provisions of Section 15.01 and Section 15.0313.01, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 a Note will be changed to into a right to convert such Note as set forth in this Indenture into cash and the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately in effect prior to such transaction Merger Event would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for upon such Merger Event. For purposes of Section 15.01(b), references therein to “determining the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit constitution of Reference Property comprised of Property, the kind type and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) consideration that a holder of one share Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) shall be deemed to be (i) the weighted average of the types and amounts of consideration received by the holders of Common Stock immediately prior to that affirmatively make such Merger Event would have owned an election or been entitled to receive based on (ii) if no holders of Common Stock affirmatively make such an election, the Weighted Average Consideration.” types and amounts of consideration actually received by such holders. The Company shall not become a party to any Merger Event such transaction unless its terms are consistent with this Section 15.0613.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert surrender its Notes as set forth for conversion to the Company in Section 15.01 and Section 15.02 accordance with the provisions of Article 13 hereof prior to the effective date of such the Merger Event. (c) With respect The Company shall cause notice of the execution of such supplemental indenture to be transmitted to each $1,000 principal amount Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverablesupplemental indenture. (ivd) For purposes The above provisions of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any successive Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holdersEvents.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving the Company, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock would shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(f) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefortherefore, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject Notwithstanding the provisions of Section 15.02(a), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash and cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), ) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property Property, at the Company’s election, in accordance with Section 15.02(b) and 15.02(k15.02(a) as follows: (i) If (A) if the Company elects to settle conversions pursuant to clause (i) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by delivering solely Reference Property, the Company will shall deliver to the converting Noteholder a number of units of Reference Property in lieu (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock otherwise deliverable; immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (ii1) If the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (B) if the Company elects to settle conversions pursuant to clause (ii) satisfy its Conversion Obligation in respect of Section 15.02(a)such conversion by paying solely cash, the Company will deliver shall pay to the converting Noteholder cash in an amount per $1,000 principal amount of Notes being converted equal to the sum of the Daily Conversion Values for each of the 25 VWAP sixty consecutive Trading Days during the related Observation Cash Settlement Averaging Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Stock” in the definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; andand (C) if the Company elects to satisfy its Conversion Obligation by paying or delivering, as the case may be, of a combination of cash and Reference Property, the Company shall pay and deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the sixty consecutive Trading Days during the Cash Settlement Averaging Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Common Stock” in the definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(j) (provided that the amount of such cash shall be determined as if references in such Section to “the Daily VWAP” were instead a reference to “the Daily VWAP of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) If The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), promptly following the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu last day of the shares of Common Stock otherwise deliverableCash Settlement Averaging Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. Upon In the occurrence event of (i) any Fundamental Change described in clause (b) of the definition thereof, (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or changes as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (iiiii) any consolidation, binding share exchange, recapitalization, merger, merger or combination or other similar event involving the Company, or (iviii) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person or any other Personstatutory share exchange, in each case as a result of which holders of the Company’s Common Stock would be entitled to receive cashconverted into, securities or exchanged for, stock, other securities, other property or assets with respect to (including cash or in exchange for such Common Stock any combination thereof) (any such event a “Merger Reorganization Event”), then: (a) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 9.01(b) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 1513 and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Reorganization Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase purchase rights set forth in Article 16 14 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.0613.05, the Company shall promptly file with the Trustee an Officers’ Officer’s Certificate briefly stating the reasons therefortherefore, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject to Notwithstanding the provisions of Section 15.01 and Section 15.0313.05(a), at and after the effective time of such Merger Reorganization Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and by reference to the kind and amount of shares of stockcash, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed such that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at from and after the effective time of such Merger Event transaction, a Noteholder will be entitled thereafter to be references to “convert its Notes into the Last Reported Sale Price of a unit same type (and in the same proportion) of Reference Property comprised Property. For purposes of determining the kind constitution of Reference Property, the type and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) consideration that a holder of one share Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyances of property or assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock immediately prior to that affirmatively make such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” an election. The Company shall not become a party to any Merger Event such transaction unless its terms are consistent with this Section 15.06the preceding. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 accordance with the provisions of Article 13 hereof prior to the effective date of such Merger Eventdate. (c) With respect The Company shall cause notice of the execution of such supplemental indenture to be mailed to each $1,000 principal amount Noteholder, at his address appearing on the Note Register provided for in this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverablesupplemental indenture. (ivd) For purposes The above provisions of this Section 15.06, the “Weighted Average Consideration” 13.05 shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, if the types and amounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holderssuccessive Reorganization Events.