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

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case of: (i) any recapitalization, reclassification or change of Common Units (other than changes resulting from a subdivision or combination); (ii) any consolidation, merger, combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, as a result of which the Common Units would be converted into, or exchanged for, or represent solely the right to receive, stock, other securities or other property or assets (including cash or any combination thereof) (any such event, a “Unit Exchange Event” and any such stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”), then the Company or the successor or purchasing company, as the case may be, shall execute a supplemental indenture in form satisfactory to the Trustee providing that, at and after the effective time of such Unit Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the number of Reference Property Units that a holder of a number of the Common Units equal to the Conversion Rate immediately prior to such Unit Exchange Event would have owned or been entitled to receive upon such Unit Exchange Event. However, at and after the effective time of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainder, if any, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Units, if any, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent to such Unit Exchange Event under this Indenture have been complied with. Any failure to deliver such Officer’s Certificate shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The provisions of this Section 12.06 shall apply successively to successive Unit Exchange Events.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case ofIf any of following events occur, namely: (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting 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 subdivision or combination); (ii) any merger, consolidation, merger, statutory share exchange or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another corporation as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock; or (iii) any combination thereof) (sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”), then Stock; the Company or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture if such supplemental indenture is then required to so comply) providing that such Security shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock and other securities or property or assets (including cash) which such principal amount of Notes into the number of Reference Property Units that a holder of a number of the Common Units equal to the Conversion Rate immediately prior to such Unit Exchange Event Holder would have owned or been entitled to receive upon such Unit Exchange Event. Howeverreclassification, at change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Securities been converted into Common Stock immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise its rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such merger, consolidation, statutory share 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 12.11 the kind and after amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance for each Non-Electing Share shall be deemed to be the effective time kind and amount so receivable per share by a plurality of the Unit Exchange EventNon-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 12. If, (i) in the amount otherwise payable in cash upon conversion case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid successor or deliveredpurchasing corporation, as the case may be, in respect of the remaindersuch reclassification, if anychange, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Unitsmerger, if anyconsolidation, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted intostatutory share exchange, combination, sale or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Companyconveyance, then such supplemental indenture shall also be executed by such other Person corporation and shall contain such additional provisions to protect the interests of the Holders, including Holders of the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If , including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 13. The Company executes a shall cause notice of the execution of such supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to each Holder, at the address of such Unit Exchange Event under this Indenture have been complied withHolder as it appears on the Register, within 20 days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 12.11 applies to any event or occurrence, Section 12.4 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur (a) In the case of: each, a "Business Combination"): (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting 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 subdivision or combination); , (ii) any consolidation, merger, share exchange or combination of the Company with another Person or similar transaction involving the Company; (iii) any sale, lease sale or other transfer to a third party conveyance of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries; or (iv) any statutory unit exchangeas an entirety or substantially as an entirety, in each case, case as a result of which holders of Common Stock shall receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Common Units would 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 TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that the Holders of the Notes then outstanding will be converted into, or exchanged for, or represent solely entitled thereafter to convert such Notes into the right to receive, kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) (any such event, a “Unit Exchange Event” and any such stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”), then the Company or the successor or purchasing company, as the case may be, shall execute a supplemental indenture in form satisfactory to the Trustee providing that, at and after the effective time of such Unit Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the number of Reference Property Units that a holder of a number of the Common Units equal to the Conversion Rate immediately prior to such Unit Exchange Event which they would have owned or been entitled to receive upon such Unit Exchange EventBusiness Combination had such Notes been converted into Common Stock (without giving effect to any adjustment to the Conversion Rate with respect to a Business Combination constituting a Change in Control) immediately prior to such Business Combination, except that such Holders will not receive the Additional Shares if such Holder does not convert during the period set forth in the second paragraph of Section 15.01. However, at and after In the effective time event holders of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to Common Stock have the right opportunity to elect to determine the Cash Percentage and form of consideration to be paid received in such Business Combination, the Company shall make adequate provision whereby the Notes shall be convertible from and after the effective date of such Business Combination into the form of consideration received in such Business Combination by Holders of the greatest number of shares of Common Stock who made a given election with respect to the form of consideration. The Company may not become a party to any Business Combination unless its terms are consistent with this Section 15.06. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article Fifteen. If, in the case of any such Business Combination, the stock or deliveredother securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in respect of the remainder, if any, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Units, if any, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the CompanyCombination, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including Holders of the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If , including to the extent practicable the provisions providing for the purchase rights set forth in Section 10.06 hereof. Notwithstanding anything contained in this Section, and for the avoidance of doubt, this Section shall not affect the right of a Holder to convert its Notes into shares of Common Stock prior to the effective date of the Business Combination. The Company executes a shall cause notice of the execution of such supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under this Indenture have been complied witheach Holder of Notes within 20 days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 15.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, share exchanges, combinations, sales and conveyances. If this Section 15.06 applies to any event or occurrence, Section 15.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case ofIf any of following events occur, namely: (i1) any recapitalization, reclassification or change of Common Units the outstanding Ordinary Shares (other than changes resulting 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 subdivision or combination); (ii2) any merger, consolidation, merger, statutory share exchange or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, Guarantor with another corporation as a result of which the Common Units would holders of Ordinary Shares shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Ordinary Shares; or (3) any combination thereof) (sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Ordinary Shares shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and assets (including cash) with respect to or in exchange for such Ordinary Shares; the amount of Reference Property that a holder of one Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”), then the Company Guarantor or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture if such supplemental indenture is then required to so comply) providing that such Debenture shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock and other securities or property or assets (including cash) which such principal amount of Notes into the number of Reference Property Units that a holder of a number of the Common Units equal to the Conversion Rate immediately prior to such Unit Exchange Event Holder would have owned or been entitled to receive upon such Unit Exchange Event. Howeverreclassification, at and after change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Debentures been converted into Ordinary Shares immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, as set forth in the effective time of immediately succeeding paragraph in the Unit Exchange Event, (i) event the amount otherwise payable in cash upon conversion of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to Holders have the right to elect make an election as to determine the Cash Percentage kind or amount of securities, cash or other properties receivable. 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 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and form assets receivable thereupon by a holder of consideration to be paid Ordinary Shares includes shares of stock or deliveredother securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in respect of the remaindersuch reclassification, if anychange, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Unitsmerger, if anyconsolidation, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted intostatutory share exchange, combination, sale or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Companyconveyance, then such supplemental indenture shall also be executed by such other Person corporation and shall contain such additional provisions to protect the interests of the Holders, including Holders of the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, Debentures as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If , including to the Company executes a extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer shall cause notice of the execution of such supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to each Holder, at the address of such Unit Exchange Event under this Indenture have been complied withHolder as it appears on the register of the Debentures, within 20 days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply successively to successive Unit Exchange Eventsthe conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 4.05(c) hereof applies); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, Issuer with another Person as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of all or substantially all of the properties and assets of the Issuer to any such event, other Person as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company Issuer or the successor or purchasing companyperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that such Note shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock, other securities or other property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to the Conversion Rate convert all such Notes) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise his rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the Notes being converted in accordance with Section 12.03; kind or amount of stock, other securities or other property or assets (iiiincluding cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights of election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election"non-electing share"), then for the purposes of this Section 4.06 the kind and amount of stock, other securities or other property or assets (iincluding cash) the Reference Property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereofelecting shares). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Article 4. If The Issuer shall cause notice of the Reference Property in respect execution of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also to be executed by such other Person and shall contain such additional provisions mailed to protect each holder of Notes, at its address appearing on the interests Note register provided for in Section 2.08 of the HoldersIndenture, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. within twenty (b20) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent to such Unit Exchange Event under this Indenture have been complied withdays after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.06 applies to any event or occurrence, Section 4.05 hereof shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification xxxxx ssification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 15.5(c) applies); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another corporation as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that such Security shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock and other securities or property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversion Rate convert all such Securities) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise his rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the Notes being converted in accordance with Section 12.03; kind or amount of shares of stock and other securities or property or assets (iiiincluding cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights of election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election"nonelecting share"), then for the purposes of this Section 15.6, the kind and amount of shares of stock and other securities or property or assets (iincluding cash) the Reference Property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereofelecting shares). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Article. If The Company shall cause notice of the Reference Property in respect execution of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under each holder of Securities, at his address appearing on the Security register provided for in Section 2.5 of this Indenture have been complied withIndenture, within ten (10) days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or occurrence, Section 15.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 16.05(c) applies); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another Person as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of all or substantially all of the properties and assets of the Company to any such event, other Person as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companyPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that each Debenture shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock, other securities or other property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to the Conversion Rate convert all such 92 Debentures) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise his rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the Notes being converted in accordance with Section 12.03; kind or amount of stock, other securities or other property or assets (iiiincluding cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights of election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election"NON-ELECTING SHARE"), then for the purposes of this Section 16.06 the kind and amount of stock, other securities or other property or assets (iincluding cash) the Reference Property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereofelecting shares). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Article 16. If The Company shall cause notice of the Reference Property in respect execution of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under each holder of Debentures, at its address appearing on the Debenture Register provided for in Section 2.05 of this Indenture have been complied withIndenture, within twenty (20) days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 16.06 applies to any event or occurrence, Section 16.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 15.5(c) applies); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another Person as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of all or substantially all of the properties and assets of the Company to any such event, other Person as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companyPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that such Note shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock, other securities or other property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to the Conversion Rate convert all such Notes) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise his rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the Notes being converted in accordance with Section 12.03; kind or amount of stock, other securities or other property or assets (iiiincluding cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights of election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election"non-electing share"), then for the purposes of this Section 15.6 the kind and amount of stock, other securities or other property or assets (iincluding cash) the Reference Property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereofelecting shares). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Article Fifteen. If The Company shall cause notice of the Reference Property in respect execution of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under each holder of Notes, at its address appearing on the Note Register provided for in Section 2.5 of this Indenture have been complied withIndenture, within twenty (20) days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or occurrence, Section 15.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case offollowing events occur, namely: (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting 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 subdivision or combination);, (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another corporation as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company shall or shall procure that the successor or purchasing companyPerson, as the case may be, shall execute with the Holder a supplemental indenture in form satisfactory to the Trustee written agreement providing that, at : (x) this Note shall be convertible into the kind and after the effective time of such Unit Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert shares of stock and other securities or property or assets (including cash) receivable upon such principal amount reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance by the holder of Notes into the number of Reference Property Units that shares of Common Stock issuable upon conversion of this Note in full (assuming, for such purposes, a holder of a sufficient number of the authorized shares of Common Units equal Stock available to the Conversion Rate convert this Note) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, statutory exchange, combination, sale or been conveyance and on a basis which preserves the economic benefits of the conversion rights of the Holder on a basis as nearly as practical as such rights existed prior to such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance (provided that, if in connection with any such consolidation, merger, statutory exchange, sale or conveyance any holder of shares of Common Stock is entitled to elect to receive either securities, cash or other property upon completion of such Unit Exchange Event. Howevertransaction, at and after the effective time of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue provide or cause to have be provided to the Holder the right to elect prior to determine completion of such transaction the Cash Percentage securities, cash or other property into which this Note shall be convertible after completion of any such transaction on the same terms and form subject to the same conditions applicable to holders of consideration the Common Stock (including, without limitation, notice of the right to elect, limitations on the period in which such election shall be paid made, and the effect of failing to exercise the election), (y) in the case of any such successor or deliveredpurchasing Person, upon such consolidation, merger, statutory exchange, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Note and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and other securities so issuable upon conversion of this Note, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance. If, in the case of any such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock 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 respect of the remaindersuch reclassification, if anychange, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Unitsconsolidation, if anymerger, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted intostatutory exchange, combination, sale or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Companyconveyance, then such supplemental indenture written agreement shall also be executed by such other Person corporation and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, to the extent practicable, the provisions providing for the repurchase rights set forth in Article V herein. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent to such Unit Exchange Event under this Indenture have been complied with. Any failure to deliver such Officer’s Certificate shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, statutory exchanges, combinations, sales and conveyances.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case ofIf there shall be: (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting 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 a consolidation, binding share exchange, recapitalization, reclassification, merger, combination or other similar transaction involving the Company;event; or (iii) any sale, lease sale or other transfer conveyance to a third party another Person of all or substantially all of the consolidated property and assets of the Company and its Subsidiaries; or (iv) excluding a pledge of securities issued by any statutory unit exchangeof the Company’s subsidiaries), in each case, any case as a result of which the holders of Common Units would Stock shall be converted intoentitled to receive cash, or exchanged for, or represent solely the right to receive, stock, other securities or other property or assets (including cash with respect to or any combination thereof) in exchange for such Common Stock (any such eventevent described in clauses (i) through (iii), a “Unit Exchange Reorganization Event” and any such stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”), then the Company or the successor or purchasing company, as the case may be, shall execute a supplemental indenture in form satisfactory to the Trustee providing that, at and after the effective time of such Unit Exchange Reorganization Event, the right to convert each $1,000 principal amount of Notes Securities shall be changed into to a right to convert such principal Securities by reference to the kind and amount of Notes into the number of Reference Property Units cash, securities or other property or assets that a holder of a number of the shares of Common Units Stock equal to the Conversion Rate immediately prior to such Unit Exchange Event transaction would have owned or been entitled to receive upon such Unit Exchange Event. However, at (the “Reference Property”). (b) From and after the effective time of the Unit Exchange a Reorganization Event, upon conversion of a Security: (i) the amount otherwise portion of the Daily Settlement Amount payable in cash upon conversion of the Notes in accordance with Section 12.03 shall continue to be payable in cash; and (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderportion, if any, of its Conversion Obligation each Daily Settlement Amount payable in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number shares of Common Units, if any, otherwise deliverable by the Company upon conversion of the Notes Stock shall be payable in accordance with Section 12.03 above shall instead be deliverable in the amount and type units of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) based upon the Daily VWAP and Last Reported Sale Price Conversion Value of such Reference Property. The Daily Conversion Value shall be calculated based on the value of a unit of Reference Property Unit. If corresponding to the Unit Exchange Event causes amount of Reference Property that a holder of one share of the Common Units Stock would have received in the Reorganization Event. The Daily VWAP and the Last Reported Sale Price shall be calculated with respect to a unit of Reference Property corresponding to the amount of Reference Property that a holder of one share of the Common Stock would have received in the Reorganization Event. (c) 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, or exchanged for, or represent solely into the right to receive, receive more than a single type of consideration (determined based in part upon any form of unitholder stockholder election), then (i) the Reference Property shall be deemed to be the (i) weighted average, per Common Unit, average of the types and amounts of consideration received by the holders of Common Units Stock that affirmatively make such an election, and election or (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the no holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of Stock affirmatively make such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposeselection, the Last Reported Sale Price types and amounts of any Reference Property Unit consideration actually received by such holders. (d) The Company or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit successor or portion thereofpurchasing Person, as applicable, determined in good faith by the Company (or, in the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 12.01 providing for the conversion and settlement of cash denominated the Securities as set forth in U.S. dollars, the face amount thereof)this Indenture. Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12. If Article 5 and the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than Trustee may conclusively rely on the determination by the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right equivalency of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoingsuch adjustments. (be) If In the Company executes event a supplemental indenture is executed pursuant to this Section 12.06, as promptly as practicable5.12, the Company shall promptly file with the Trustee an Officer’s Officers’ Certificate briefly describing such Unit Exchange Eventstating the reasons therefor, the composition kind or amount of a cash, securities or property or assets that will constitute the Reference Property Unit for after any such Unit Exchange Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent to such Unit Exchange Event under this Indenture have been complied with, and shall promptly mail notice thereof to all Holders. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (cf) The Company shall not become a party to any Unit Exchange Event such transaction unless its terms are consistent with this Section 12.065.12. None of the foregoing provisions shall affect the right of a Holder holder of Securities to convert its Notes as set forth Securities in Section 12.02 and Section 12.01 accordance with the provisions of this Article 5 prior to the effective date of such Unit Exchange a Reorganization Event. (dg) The provisions of this Section 12.06 5.12 shall similarly apply successively to successive Unit Exchange Reorganization Events.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting 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 subdivision or combination); , (ii) any consolidation, merger, share exchange or combination of the Company with another Person or similar transaction involving the Company; (iii) any sale, lease sale or other transfer to a third party conveyance of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries; or (iv) any statutory unit exchangeas an entirety or substantially as an entirety, in each case, case as a result of which the holders of Common Units would be converted into, or exchanged for, or represent solely the right to receive, Stock shall receive stock, other securities or other property or assets (including cash cash) with respect to or any combination thereof) (any in exchange for such event, a “Unit Exchange Event” and any such stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companyPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture if such supplemental indenture is then required to so comply) providing that the right to convert each $1,000 principal Securities shall be convertible into the kind and amount of Notes shall be changed into a right to convert shares of stock and other securities or property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of the Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Units equal Stock available to the Conversion Rate convert all such Securities) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, share exchange, combination, sale or been entitled conveyance assuming such holder of Common Stock did not exercise his or her rights of election, if any, as to receive the kind or amount of securities, cash or other property receivable upon such Unit Exchange Event. Howeverconsolidation, at merger, share exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, share exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election have not been exercised (“Non-electing Share”), then, for the purposes of this Section 10.06, the kind and after amount of securities, cash or other property receivable upon such consolidation, merger, share exchange, sale or conveyance for each Non-electing Share shall be deemed to be the effective time kind and amount so receivable per share by a plurality of the Unit Exchange EventNon-electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 10. If, (i) in the amount otherwise payable in cash upon conversion case of any such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance, the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a person other than the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid successor or deliveredpurchasing person, as the case may be, in respect of the remaindersuch reclassification, if anychange, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Unitsconsolidation, if anymerger, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted intoshare exchange, combination, sale or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Companyconveyance, then such supplemental indenture shall also be executed by such other Person person and shall contain such additional provisions to protect the interests of the Holders, including Holders of the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If . The Company shall cause notice of the Company executes a execution of such supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under this Indenture have been complied witheach Holder of Securities within 20 days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 10.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, share exchanges, combinations, sales and conveyances. If this Section 10.06 applies to any event or occurrence, Section 10.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Units Stock (other than changes resulting from a subdivision or combination); (ii) any consolidation, merger, combination or similar transaction involving the CompanyParent; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company Parent and its Subsidiaries, taken as a whole; or (iv) any statutory unit exchange, in each case, as a result of which the shares of Common Units Stock would be converted into, or exchanged for, or represent solely the right to receive, stock, other securities or other property or assets (including cash or any combination thereof) (any such event, a “Unit Share Exchange Event” and any such stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one share of Common Unit Stock immediately prior to such Unit Share Exchange Event would have been entitled to receive upon the occurrence of such Unit Share Exchange Event, a “Reference Property Unit”), then the Company or the successor or purchasing company, as the case may be, shall execute a supplemental indenture in form satisfactory to the Trustee providing that, at and after the effective time of such Unit Share Exchange Event, the right to convert exchange each $1,000 principal amount of Notes shall be changed into a right to convert exchange such principal amount of Notes into the number of Reference Property Units that a holder of a number of the shares of Common Units Stock equal to the Conversion Exchange Rate immediately prior to such Unit Share Exchange Event would have owned or been entitled to receive upon such Unit Share Exchange Event. However, at and after the effective time of the Unit Share Exchange Event, (i) the amount otherwise payable in cash upon conversion exchange of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainder, if any, of its Conversion Exchange Obligation in excess of the principal amount of the Notes being converted exchanged in accordance with Section 12.03; (iii) the number of shares of Common UnitsStock, if any, otherwise deliverable by the Company upon conversion exchange of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Units Stock would have received in such Unit Share Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price of the Common Stock shall be calculated based on the value type and amount of cash, securities or property or asset that comprise a Reference Property Unit. For these purposes, the Daily VWAP and Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities listed or admitted for trading on a permitted exchange will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Board of Directors of the Parent (or, in the case of cash denominated in Dollars, the face amount thereof). If the Unit Share Exchange Event causes the Common Units Stock to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder shareholder election), then (i) the Reference Property shall be deemed to be the weighted average, per share of Common UnitStock, of the types and amounts of consideration received by the holders of the Common Units Stock that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common UnitStock. The Company shall notify Holders, the Trustee and the Conversion Exchange Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Exchange Rate described above, the Company will shall also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed comprised solely of non-equity consideration, the Distribution Threshold will shall be zero. Notwithstanding anything to the contrary herein, if the holders of the shares of Common Units Stock receive only cash in a Unit Share Exchange Event, then for all conversions exchanges that occur after the effective date of such Unit Share Exchange Event (i) the consideration due upon conversion exchange of each $1,000 principal amount of Notes such Note being exchanged shall be solely cash in an amount equal to the Conversion product of (a) the Exchange Rate in effect on the Conversion Exchange Date (as may be increased as described in Section 12.07), multiplied by and (b) the price paid per share of Common Unit Stock in such Unit Share Exchange Event and (ii) the Company will satisfy its conversion obligation Exchange Obligation by paying the cash due upon such conversions exchanges to converting exchanging Holders no later than the third Business Day immediately following the Conversion Exchange Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Share Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or the Parent or, in the case of a transaction described in ARTICLE 6, the successor to the CompanyCompany or the Parent, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors of the Parent shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee (with a copy to the Exchange Agent (if other than the Trustee)) an Officer’s Certificate briefly describing such Unit Share Exchange Event, the composition of a Reference Property Unit for such Unit Share Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent to such Unit Share Exchange Event under this Indenture have been complied with. Any failure The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice or such Officer’s Certificate shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company and the Parent shall not become a party to any Unit Share Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert exchange its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Share Exchange Event. (d) The provisions of this Section 12.06 shall apply successively to successive Unit Share Exchange Events.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 11.5(c) applies); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another corporation as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that such Security shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock and other securities or property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversion Rate convert all such Securities) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolida tion, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise his rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided, that, if the Notes being converted in accordance with Section 12.03; (iii) kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights of election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election"nonelecting-share")), then (i) for the Reference Property purposes of this Section 11.6 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 weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof)electing shares. Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Article. If The Company shall cause notice of the Reference Property in respect execution of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under each holder of Securities, at his address appearing on the Security register provided for in Section 2.6 of this Indenture have been complied withIndenture, within twenty (20) days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 11.6 applies to any event or occurrence, Section 11.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 15.05(c) applies); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another Person as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of all or substantially all of the properties and assets of the Company to any such event, other Person as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companyPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that each Debenture shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock, other securities or other property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Debenture (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to the Conversion Rate convert all such Debentures) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise such holder’s rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation,. merger, combination, sale or conveyance (provided that, if the Notes being converted in accordance with Section 12.03; kind or amount of stock, other securities or other property or assets (iiiincluding cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights of election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election“non-electing share”), then for the purposes of this Section 15.06 the kind and amount of stock, other securities or other property or assets (iincluding cash) the Reference Property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereofelecting shares). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Article 15. If The Company shall cause notice of the Reference Property in respect execution of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under each holder of Debentures, at its address appearing on the Debenture register provided for in Section 2.05 of this Indenture have been complied withIndenture, within twenty (20) days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.06 applies to any event or occurrence, Section 15.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case ofIf any of following events occur, namely: (i1) any recapitalization, reclassification or change of Common Units the outstanding Ordinary Shares (other than changes resulting 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 subdivision or combination); (ii2) any merger, consolidation, merger, statutory share exchange or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, Guarantor with another corporation as a result of which the Common Units would holders of Ordinary Shares shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Ordinary Shares; or (3) any combination thereof) (sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Ordinary Shares shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and assets (including cash) with respect to or in exchange for such Ordinary Shares; the amount of Reference Property that a holder of one Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”), then the Company Guarantor or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture if such supplemental indenture is then required to so comply) providing that such Debenture shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock and other securities or property or assets (including cash) which such principal amount of Notes into the number of Reference Property Units that a holder of a number of the Common Units equal to the Conversion Rate immediately prior to such Unit Exchange Event Holder would have owned or been entitled to receive upon such Unit Exchange Event. Howeverreclassification, at change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Debentures been converted into Ordinary Shares immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance assuming such holder of Ordinary Shares did not exercise its rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance is not the same for each Ordinary Share in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 9.13 the kind and after amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance for each Non-Electing Share shall be deemed to be the effective time kind and amount so receivable per share by a plurality of the Unit Exchange EventNon-Electing Shares). 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 4. If, (i) in the amount otherwise payable in cash upon conversion case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid successor or deliveredpurchasing corporation, as the case may be, in respect of the remaindersuch reclassification, if anychange, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Unitsmerger, if anyconsolidation, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted intostatutory share exchange, combination, sale or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Companyconveyance, then such supplemental indenture shall also be executed by such other Person corporation and shall contain such additional provisions to protect the interests of the Holders, including Holders of the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, Debentures as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If , including to the Company executes a extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. The Issuer shall cause notice of the execution of such supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to each Holder, at the address of such Unit Exchange Event under this Indenture have been complied withHolder as it appears on the register of the Debentures, within 20 days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 15.05(c) applies); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another Person as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of all or substantially all of the properties and assets of the Company to any such event, other Person as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companyPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that each Security shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock, other securities or other property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to the Conversion Rate convert all such Securities) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise his rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (PROVIDED that, if the Notes being converted in accordance with Section 12.03; kind or amount of stock, other securities or other property or assets (iiiincluding cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights of election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election"non-electing share"), then for the purposes of this Section 15.06 the kind and amount of stock, other securities or other property or assets (iincluding cash) the Reference Property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereofelecting shares). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Article 15. If The Company shall cause notice of the Reference Property in respect execution of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under each Securityholder, at its address appearing on the Security Register provided for in Section 2.05 of this Indenture have been complied withIndenture, within twenty (20) days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.06 applies to any event or occurrence, Section 15.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting 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 subdivision or combination); , (ii) any consolidation, merger, share exchange or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another corporation as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of the properties and assets of the Company as an entirety or substantially as an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture if such supplemental indenture is then required to so comply) providing that the right to convert each $1,000 principal amount of Convertible Subordinated Notes shall be changed convertible into a right to convert such principal the kind and amount of Notes into the number shares of Reference Property Units that stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of the Convertible Subordinated Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Units equal Stock available to the Conversion Rate convert all such Convertible Subordinated Notes) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, share exchange, combination, sale or been entitled conveyance assuming such holder of Common Stock did not exercise his or her rights of election, if any, as to receive the kind or amount of securities, cash or other property receivable upon such Unit Exchange Event. Howeverconsolidation, at merger, share exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, share exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election have not been exercised ("non- electing share"), then, for the purposes of this Section 12.06, the kind and after amount of securities, cash or other property receivable upon such consolidation, merger, share exchange, sale or conveyance for each non-electing share shall be deemed to be the effective time kind and amount so receivable per share by a plurality of the Unit Exchange Eventnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 12. If, (i) in the amount otherwise payable in cash upon conversion case of any such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance, the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid successor or deliveredpurchasing corporation, as the case may be, in respect of the remaindersuch reclassification, if anychange, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Unitsconsolidation, if anymerger, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted intoshare exchange, combination, sale or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Companyconveyance, then such supplemental indenture shall also be executed by such other Person corporation and shall contain such additional provisions to protect the interests of the Holders, including holders of the right of Holders to require the Company to purchase their Convertible Subordinated Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If . The Company shall cause notice of the Company executes a execution of such supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and mailed to each holder of Convertible Subordinated Notes at his or her address appearing on the Register of holders for that all conditions precedent to such Unit Exchange Event under this Indenture have been complied withpurpose within 20 days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, share exchanges, combinations, sales and conveyances. If this Section 12.06 applies to any event or occurrence, Section 12.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur: (i) any recapitalization, reclassification or change of Common Units the outstanding shares of Underlying Stock (other than changes resulting 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 subdivision or combination); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, Issuer with another corporation as a result of which the Common Units would holders of Capital Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Underlying Stock, or (iii) any combination thereof) (sale or transfer of the properties and assets of the Issuer as, or substantially as, an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Underlying Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one Common Unit immediately prior assets (including cash) with respect to or in exchange for such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Underlying Stock, then the Company Issuer or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture if such supplemental indenture is then required to so comply) providing that the right to convert each $1,000 principal Securities of such series shall be convertible into the kind and amount of Notes shall be changed into a right to convert shares of stock and other securities or property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination or sale by a holder of a number of shares of Underlying Stock issuable upon conversion of the Common Units equal Securities of such series (assuming, for such purposes, a sufficient number of authorized shares of Underlying Stock available to the Conversion Rate convert all such Securities of such series) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination or been entitled sale assuming such holder of Underlying Stock did not exercise his or her rights of election, if any, as to receive the kind or amount of securities, cash or other property receivable upon such Unit Exchange Event. Howeverconsolidation, at merger, statutory exchange or sale (provided, that if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange or sale is not the same for each share of Underlying Stock in respect of which such rights of election have not been exercised ("non-electing share"), then, for the purposes of this Section 17.7, the kind and after amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange or sale for each non-electing share shall be deemed to be the effective time kind and amount so receivable per share by a plurality of the Unit Exchange Eventnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article Seventeen. If, (i) in the amount otherwise payable in cash upon conversion case of any such reclassification, change, consolidation, merger, combination or sale, the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) stock or other securities and assets receivable thereupon by a holder of shares of Underlying Stock includes shares of stock or other securities and assets of a corporation other than the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid successor or deliveredpurchasing corporation, as the case may be, in respect of the remaindersuch reclassification, if anychange, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Unitsconsolidation, if anymerger, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, combination or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Companysale, then such supplemental indenture shall also be executed by such other Person corporation and shall contain such additional provisions to protect the interests of the Holders, including holders of the right Securities of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, such series as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If . The Issuer shall cause notice of the Company executes a execution of such supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and mailed to each Holder of Securities of such series at his or her address appearing on the register of Holders for that all conditions precedent to such Unit Exchange Event under this Indenture have been complied withpurpose within 20 days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 17.7 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations and sales. If this Section 17.7 applies to any event or occurrence, Section 17.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case ofIf any of following events occur, namely: (i1) any recapitalization, reclassification or change of the outstanding Common Units Shares (other than changes resulting 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 subdivision or combinationconsolidation);, (ii2) any consolidationamalgamation, merger, consolidation, statutory share exchange or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another corporation as a result of which the holders of Common Units would Shares shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Shares or (3) any combination thereof) (sale or conveyance of all or substantially all the properties and assets of the Company to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Common Shares shall be entitled to receive stock, other securities or other property or assetsassets (including cash) with respect to or in exchange for such Common Shares, “Reference Property,” and the amount of Reference Property that a holder of one Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”), then the Company or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee and the Company a supplemental indenture (which shall comply with the TIA as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture if such supplemental indenture is then required to so comply) providing that such Note shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares and other securities or property or assets (including cash) which such principal amount of Notes into the number of Reference Property Units that a holder of a number of the Common Units equal to the Conversion Rate immediately prior to such Unit Exchange Event Holder would have owned or been entitled to receive upon such Unit Exchange Event. Howeverreclassification, at amalgamation, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Notes been converted into Common Shares immediately prior to such reclassification, amalgamation, merger, consolidation, statutory share exchange, combination, sale or conveyance assuming such holder of Common Shares did not exercise its rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such reclassification, amalgamation, merger, consolidation, statutory share exchange, combination, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, amalgamation, merger, consolidation, statutory share exchange, combination, sale or conveyance is not the same for each Common Share in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 10.11 the kind and after amount of securities, cash or other property receivable upon such reclassification, amalgamation, merger, consolidation, statutory share exchange, combination, sale or conveyance for each Non-Electing Share shall be deemed to be the effective time kind and amount so receivable per share by a plurality of the Unit Exchange EventNon-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 10. If, (i) in the amount otherwise payable in cash upon conversion case of any such reclassification, amalgamation, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) stock or other securities and assets receivable thereupon by a holder of Common Shares includes shares or other securities and assets of a corporation other than the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid successor or deliveredpurchasing corporation, as the case may be, in respect of the remaindersuch reclassification, if anyamalgamation, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Unitsmerger, if anyconsolidation, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted intostatutory share exchange, combination, sale or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Companyconveyance, then such supplemental indenture shall also be executed by such other Person corporation and shall contain such additional provisions to protect the interests of the Holders, including Holders of the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If , including to the extent practicable the provisions providing for the repurchase rights set forth in Section 3.05 hereof. The Company executes a shall cause notice of the execution of such supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to each Holder, at the address of such Unit Exchange Event under this Indenture have been complied withHolder as it appears on the Note Register, within 20 days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 10.11 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, amalgamations, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 10.11 applies to any event or occurrence, Section 10.04 hereof shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (a) In the case of: (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 12.04(c) applies); , (iib) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another corporation as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (c) any combination thereof) (sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that such Security shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock and other securities or property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversion Rate convert all such Securities) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, Common Stock is (i) the amount otherwise payable in cash upon conversion of the Notes in accordance not a Person with Section 12.03 shall continue to be payable in cash; (ii) which the Company shall continue consolidated or into which the Company merged or which merged into the Company or to have the right to elect to determine the Cash Percentage and form of consideration to be paid which such sale or deliveredtransfer was made, as the case may bebe (a "Constituent Person"), in respect or an Affiliate of the remaindera Constituent Person, and (ii) failed to exercise his rights of election, if any, of its Conversion Obligation in excess of as to the principal kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the Notes being converted in accordance with Section 12.03; (iii) kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights of election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election"Non-Electing Share")), then (i) for the Reference Property purposes of this Section 12.11 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 weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an electionnon- electing shares. Such supplemental indenture shall provide for adjustments which, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer events subsequent to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes supplemental indenture, shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent to such Unit Exchange Event under this Indenture have been complied with. Any failure to deliver such Officer’s Certificate shall not affect the legality or validity of such supplemental indentureArticle. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 12.11 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales or conveyances. Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each Security as provided in Section 1.06 promptly upon such execution. Neither the Trustee, any Paying Agent nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture relating either to the kind or amount of shares of stock or other securities or property or cash receivable by Holders of Securities upon the conversion of their Securities after any such reclassification, change, consolidation, merger, combination, sale or conveyance or to any such adjustment, but may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, an Opinion of Counsel with respect thereto, which the Company shall cause to be furnished to the Trustee.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting 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 subdivision or combination); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another corporation as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of the properties and assets of the Company as an entirety or substantially as an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture if such supplemental indenture is then required to so comply) providing that the right to convert each $1,000 principal amount of Convertible Subordinated Notes shall be changed convertible into a right to convert such principal the kind and amount of Notes into the number shares of Reference Property Units that stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of the Convertible Subordinated Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Units equal Stock available to the Conversion Rate convert all such Convertible Subordinated Notes) immediately prior to such Unit Exchange reclassification, change, consolidation, merger, combination, sale or conveyance (except that such holder will not receive the Make Whole Premium (as defined in Section 12.12 below) if such holder does not convert its Convertible Subordinated Notes "in connection with" the relevant Designated Event would have owned or been entitled that constitutes to receive upon such Unit Exchange Event. However, at and after the effective time a Change of the Unit Exchange Event, (i) the amount otherwise payable in cash upon Control; a conversion of the Convertible Subordinated Notes in accordance with Section 12.03 shall continue by a Holder will be deemed for these purposes to be payable "in cash; (ii) connection with" a Change of Control if the notice of such conversion is provided in compliance with Article XII to the Conversion Agent on or subsequent to the date 10 trading days prior to the date announced by the Company as the anticipated Designated Event Date but before the close of business on the Business Day immediately preceding the related Designated Event Payment Date) assuming such holder of Common Stock did not exercise his or her 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 share of Common Stock in respect of which such rights of election have not been exercised ("non-electing share"), then, for the purposes of this Section 12.06, 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 continue to have the right to elect to determine the Cash Percentage and form of consideration be deemed to be paid the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or deliveredconveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock 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 respect of the remaindersuch reclassification, if anychange, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Unitsconsolidation, if anymerger, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted intocombination, sale or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Companyconveyance, then such supplemental indenture shall also be executed by such other Person corporation and shall contain such additional provisions to protect the interests of the Holders, including holders of the right of Holders to require the Company to purchase their Convertible Subordinated Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If . The Company shall cause notice of the Company executes a execution of such supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and mailed to each holder of Convertible Subordinated Notes at his or her address appearing on the Register of holders for that all conditions precedent to such Unit Exchange Event under this Indenture have been complied withpurpose within 20 days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 12.06 applies to any event or occurrence, Section 12.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case of: event of (i) any recapitalizationreclassification (including, without limitation, a reclassification effected by means of an exchange or tender offer by the Company or any Subsidiary) or change of outstanding Common Units Stock (other than changes resulting 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 subdivision or combination); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another corporation as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, stock, other receive securities or other property or assets Property (including cash cash) with respect to or in exchange for Common Stock or (iii) any combination thereof) (sale or conveyance of the Property of the Company as, or substantially as, an entirety to any such event, other corporation as a “Unit Exchange Event” and any such stock, other result of which holders of Common Stock shall be entitled to receive securities or other property Property (including cash) with respect to or assets, “Reference Property,” and the amount of Reference Property that a holder of one in exchange for Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companycorporation, as the case may be, shall execute enter into a supplemental indenture in form satisfactory to providing that each Note shall be convertible into the Trustee providing thatkind and amount of securities or other Property (including cash) receivable upon such reclassification, at and after change, consolidation, merger, combination, sale or conveyance which the effective time Holder of such Unit Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert Note would have received if such principal amount of Notes into the number of Reference Property Units that a holder of a number of the Common Units equal to the Conversion Rate Note had been converted immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon such Unit Exchange Event. However, at and after the effective time of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainder, if any, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Units, if any, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof)conveyance. Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Article Twelve. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes Whenever a supplemental indenture pursuant to this Section 12.06, is entered into as promptly as practicableprovided herein, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officer’s Officers' Certificate briefly describing setting forth a brief statement of the facts requiring such Unit Exchange Eventsupplemental indenture. Promptly after delivery of such Officers' Certificate, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment Company shall give or cause to be made with respect thereto and that all conditions precedent given to such Unit Exchange Event under this Indenture have been complied with. Any failure to deliver such Officer’s Certificate shall not affect each Holder a notice of the legality or validity execution of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The provisions of this Section 12.06 1205 shall similarly apply successively to all successive Unit Exchange Events.events of the type described in this Section 1205. 71

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 14.5(c) applies); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another corporation as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, the right to convert each $1,000 principal amount of supplemental indenture) providing that such Notes shall be changed convertible into a right to convert such principal the kind and amount of Notes into the number shares of Reference Property Units that stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversion Rate convert all such Notes) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise such holder's rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the Notes being converted in accordance with Section 12.03; kind or amount of shares of stock and other securities or property or assets (iiiincluding cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights of election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election"nonelecting share"), then for the purposes of this Section 14.6 the kind and amount of shares of stock and other securities or property or assets (iincluding cash) the Reference Property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereofelecting shares). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Article. If The Company shall cause notice of the Reference Property in respect execution of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under each Holder of Notes, at his address appearing on the Note register provided for in Section 2.5 of this Indenture have been complied withIndenture, within twenty (20) days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 14.6 applies to any event or occurrence, Section 14.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of outstanding shares of Common Units Stock (other than changes resulting 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 subdivision or combination); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another corporation as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities Debentures or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities Debentures or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee a supplemental indenture in form satisfactory to indenture, providing that each Debenture shall be convertible into the Trustee providing that, at kind and after the effective time of such Unit Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert shares of stock and other Debentures or property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal to the Conversion Rate Stock issuable upon conversion of such Debentures immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon such Unit Exchange Event. However, at and after the effective time of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainder, if any, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Units, if any, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof)conveyance. Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Article. If The Company shall cause notice of the Reference Property in respect execution of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under each Holder of Debentures, at his address appearing on the Debenture register provided for in Section 2.5 of this Indenture have been complied withIndenture, within 20 days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.12 applies to any event or occurrence, Section 15.6 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting 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 subdivision or combination); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another corporation as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any such event, other Person as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companyPerson, as the case may be, shall execute with the Holder a supplemental indenture in form satisfactory written agreement providing that (x) this Warrant shall thereafter entitle the Holder to purchase the Trustee providing that, at kind and after the effective time of such Unit Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert shares of stock and other securities or property or assets (including cash) receivable upon such principal amount of Notes into reclassification, change, consolidation, merger, combination, sale or conveyance by the number of Reference Property Units that a holder of a number of the shares of Common Units equal Stock issuable upon exercise of this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversion Rate exercise this Warrant) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to receive the kind or amount of securities, cash or other property receivable upon such Unit Exchange Event. Howeverconsolidation, at 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 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 8 the kind and after 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 effective time kind and amount so receivable per share by a plurality of the Unit Exchange Eventnon-electing shares), (iy) in the amount otherwise payable in cash case of any such successor or purchasing Person, upon conversion such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Notes Company's obligations under this Warrant and the Note Purchase Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for this Warrant or the issuance to the Holder of the shares of such shares of stock and other securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in accordance with Section 12.03 shall continue to be payable this Warrant. If, in cash; (ii) the Company shall continue to have case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the right to elect to determine stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the Cash Percentage and form of consideration to be paid successor or deliveredpurchasing corporation, as the case may be, in respect of the remaindersuch reclassification, if anychange, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Unitsconsolidation, if anymerger, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted intocombination, sale or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Companyconveyance, then such supplemental indenture written agreement shall also be executed by such other Person corporation and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to The above provisions of this Section 12.068 shall similarly apply to successive reclassifications, as promptly as practicablechanges, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Eventconsolidations, the composition of a Reference Property Unit for such Unit Exchange Eventmergers, any adjustment to be made with respect thereto combinations, sales and that all conditions precedent to such Unit Exchange Event under this Indenture have been complied with. Any failure to deliver such Officer’s Certificate shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its websiteconveyances. (c) The Company If this Section 8 applies to any event or occurrence, Section 4 shall not become a party apply to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Eventevent or occurrence. (d) The provisions of this Section 12.06 shall apply successively to successive Unit Exchange Events.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 15.5(c) applies); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another Person as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of all or substantially all of the properties and assets of the Company to any such event, other Person as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companyPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that such Note shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock, other securities or other property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to the Conversion Rate convert all such Notes) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise his rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the Notes being converted in accordance with Section 12.03; kind or amount of stock, other securities or other property or assets (iiiincluding cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights of election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election"non-electing share"), then for the purposes of this Section 15.6 the kind and amount of stock, other securities or other property or assets (iincluding cash) the Reference Property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereofelecting shares). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Article Fifteen. If The Company shall cause notice of the Reference Property in respect execution of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under each Holder of Notes, at its address appearing on the Note Register provided for in Section 2.5 of this Indenture have been complied withIndenture, within twenty (20) days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or occurrence, Section 15.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 15.6(c) applies); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another Person as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of all or substantially all of the properties and assets of the Company to any such event, other Person as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companyPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that such Note shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock, other securities or other property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversion Rate convert all such Notes) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise his rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the Notes being converted in accordance with Section 12.03; kind or amount of stock, other securities or other property or assets (iiiincluding cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights of election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election"non-electing share")), then (i) for the Reference Property purposes of this Section 15.7 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 weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof)electing shares. Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Article. If The Company shall cause notice of the Reference Property in respect execution of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under this Indenture have been complied witheach holder of Notes, at its address appearing on the Note register provided for in Section 2.5, within twenty (20) days 49 50 after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to publish notice of any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as events set forth in Section 12.02 and Section 12.01 prior 15.7(i) to (iii) above in Luxembourg as soon as practicable after the effective date occurrence of such Unit Exchange Event. (d) event. The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case ofIf any of following events occur, namely: (i1) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting 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 subdivision or combination);, (ii2) any merger, consolidation, merger, statutory share exchange or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another corporation as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock or (3) any combination thereof) (sale or conveyance of all or substantially all the properties and assets of the Company to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assetsassets (including cash) with respect to or in exchange for such Common Stock, “Reference Property,” and the amount of Reference Property that a holder of one Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”), then the Company or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee and the Co- Obligor a supplemental indenture (which shall comply with the TIA as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture if such supplemental indenture is then required to so comply) providing that such Note shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock and other securities or property or assets (including cash) which such principal amount of Notes into the number of Reference Property Units that a holder of a number of the Common Units equal to the Conversion Rate immediately prior to such Unit Exchange Event Holder would have owned or been entitled to receive upon such Unit Exchange Event. Howeverreclassification, at change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Notes been converted into Common Stock immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise its rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, change, merger, consolidation, statutory share exchange, combination, 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 10.11 the kind and after amount of securities, cash or other property receivable upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance for each Non-Electing Share shall be deemed to be the effective time kind and amount so receivable per share by a plurality of the Unit Exchange EventNon-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 10. If, (i) in the amount otherwise payable in cash upon conversion case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid successor or deliveredpurchasing corporation, as the case may be, in respect of the remaindersuch reclassification, if anychange, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Unitsmerger, if anyconsolidation, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted intostatutory share exchange, combination, sale or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Companyconveyance, then such supplemental indenture shall also be executed by such other Person corporation and shall contain such additional provisions to protect the interests of the Holders, including Holders of the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board Boards of Directors of the Issuers shall reasonably consider necessary by reason of the foregoing. (b) If , including to the Company executes a extent practicable the provisions providing for the repurchase rights set forth in Section 3.08 hereof. The Issuers shall cause notice of the execution of such supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to each Holder, at the address of such Unit Exchange Event under this Indenture have been complied withHolder as it appears on the Note Register, within 20 days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 10.11 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 10.11 applies to any event or occurrence, Section 10.04 hereof shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (1) If any of the following events occur (any such event or transaction satisfying both subclauses (a) In the case of: and (b) of this Section 10.03(1), a “Reorganization Event”): (a) (i) any recapitalization, reclassification or change of Common Units Stock (other than changes resulting from a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof); , (ii) any consolidationstatutory share exchange, merger, combination consolidation or similar transaction merger involving the Company; Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer to in one transaction or a third party series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) , taken as a whole, to any statutory unit exchange, in each case, Person as a result of which the Common Units would Stock will be converted intointo cash, securities or exchanged forother property (or any combination thereof) and (b) the equity securities of the surviving entity are registered with the U.S. Securities and Exchange Commission under the Exchange Act, then the Company or represent solely the right to receivesuccessor 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) providing that at the effective time of the Reorganization Event each Security shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) (any such event, a “Unit Exchange Event” and any such stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”), then the Company or the successor or purchasing company, as the case may be, shall execute a supplemental indenture in form satisfactory to the Trustee providing that, at and after the effective time of such Unit Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the number of Reference Property Units that a holder of a number of the shares of Common Units Stock equal to the Conversion Rate immediately prior to such Unit Exchange Reorganization Event would have owned or been entitled to receive upon such Unit Exchange EventReorganization Event (the “Reference Property”). However, at and after the effective time For purposes of the Unit Exchange Eventforegoing, (i) the type and amount otherwise payable in cash upon conversion of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainder, if any, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Units, if any, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units Stock would have received been entitled to receive in the case of any such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Reorganization Event that causes the Common Units Stock to be converted into, or exchanged for, or represent solely into the right to receive, receive more than a single type of consideration (determined based in part upon any form of unitholder stockholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, average of the types and amounts of consideration received by the holders of Common Units Stock that affirmatively make such an election, . Such supplemental indenture shall provide for provisions and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes adjustments which shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as nearly equivalent as may be increased as described practicable to the provisions and adjustments provided for in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereofthis Article Ten, as applicable, determined in good faith by the Company (orwhich determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. If, in the case of cash denominated in U.S. dollarsany Reorganization Event, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stockcash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or assets other property of a Person other than the Company orsuccessor or purchasing Person, as the case may be, in the case of a transaction described in ARTICLE 6, the successor to the Companysuch Reorganization Event, then such supplemental indenture shall also be executed by such other Person successor or purchasing Person, as the case may be, and shall contain such additional provisions to protect the interests of the Holders, including Holders of the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b2) If Following the effective time of any such Reorganization Event, settlement of Securities converted shall be in cash and units of Reference Property determined in accordance with Section 10.03(1) above based on the Conversion Rate and Current Market Price of such Reference Property. For the purposes of determining such Conversion Rate and Current Market Price, if the Reference Property includes securities for which the price cannot be determined in a manner contemplated by the definition of Current Market Price or other property, then the value of such property shall be the fair market value of such property as determined by the Board of Directors in good faith, and if the Reference Property includes cash, then the value of such cash shall be the amount thereof. (3) The Company executes a shall cause notice of the execution of any supplemental indenture pursuant to required by this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment 10.03 to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under each Holder of Securities, at its address appearing on the Securities Register provided for in Section 3.05 of this Indenture have been complied withIndenture, within 20 calendar days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c4) The Company above provisions of this Section 10.03 shall similarly apply to successive Reorganization Events. (5) If this Section 10.03 applies to any event or occurrence, Section 10.02 shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. apply in respect of such event or occurrence. (6) None of the foregoing provisions shall affect the right of a Holder of Securities to convert its Notes the Securities into cash and shares of Common Stock, if applicable, as set forth in Section 12.02 and Section 12.01 10.01 prior to the effective date time of such Unit Exchange Reorganization Event. (d7) The provisions Notwithstanding the foregoing, if any of the following events occur (any such event or transaction satisfying both subclauses (a) and (b) of this Section 12.06 10.03(7), an “Alternate Reorganization Event”): (a) (i) any recapitalization, reclassification or change of Common Stock (other than a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (or any combination thereof) and (b) the equity securities of the surviving entity are not registered with the U.S. Securities and Exchange Commission under the Exchange Act, then the Company or the successor or purchasing Person, as the case may be, shall apply successively to successive Unit Exchange Eventsexecute 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) providing that at the effective time of such event the conversion features in Article Ten shall be eliminated and the principal of any Outstanding Securities shall be due on the Stated Maturity Date.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 15.5(c) applies); , (ii) any consolidation, merger, merger or --------------- combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another corporation as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that such Security shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock and other securities or property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversion Rate convert all such Securities) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise his rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the Notes being converted in accordance with Section 12.03; kind or amount of shares of stock and other securities or property or assets (iiiincluding cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights of election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election"nonelecting share"), then for the purposes of this Section ------- 15.6, the kind and amount of shares of stock and other securities or property or ---- assets (iincluding cash) the Reference Property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereofelecting shares). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Article. If The Company shall cause notice of the Reference Property in respect execution of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under each holder of Securities, at his address appearing on the Security register provided for in Section 2.5 of this Indenture have been complied withIndenture, within ten ----------- (10) days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or occurrence, Section 15.5 shall ------------ ------------ not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting 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 subdivision or combination); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another Person as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or any combination thereof) in exchange for such Common Stock (any such eventother than as a result of a change in name, a “Unit Exchange Event” and change in par value or a change in the jurisdiction of incorporation), (iii) any such statutory exchange as a result of which holders of Common Stock generally shall be entitled to receive stock, other securities or other property or assetsassets (including cash) with respect to or in exchange for such Common Stock (such transaction, “Reference Property,” a "Statutory Exchange"), or (iv) any sale or conveyance of the properties and assets of the amount Company as, or substantially as, an entirety to any other Person as a result of Reference Property that a holder which holders of one Common Unit immediately prior to such Unit Exchange Event would have been Stock shall be entitled to receive upon the occurrence of stock, securities or other property or assets (including cash) with respect to or in exchange for such Unit Exchange Event, a “Reference Property Unit”)Common Stock, then the Company or the successor or purchasing companyPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture if such supplemental indenture is then required to so comply) providing that such Note shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance by a right to convert such principal amount of Notes into the number of Reference Property Units that a holder Holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversion Rate convert all such Notes) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or been conveyance assuming such Holder of Common Stock did not exercise his rights of election, if any, that holders of Common Stock who were entitled to receive vote or consent to such transaction had as to the kind or amount of securities, cash or other property receivable upon such Unit Exchange Event. Howeverconsolidation, at merger, combination, Statutory Exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, combination, 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 115 exercised ("non-electing share"), then for the purposes of this Section 15.7 the kind and after amount of securities, cash or other property receivable upon such consolidation, merger, combination, Statutory Exchange, sale or conveyance for each non-electing share shall be deemed to be the effective time kind and amount so receivable per share by a plurality of the Unit Exchange Eventnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XV. If, (i) in the amount otherwise payable in cash upon conversion case of any such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) stock or other securities and assets receivable thereupon by a Holder of shares of Common Stock include shares of stock or other securities and assets of a Person other than the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid successor or deliveredpurchasing Person, as the case may be, in respect of the remaindersuch reclassification, if anychange, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Unitsconsolidation, if anymerger, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted intocombination, Statutory Exchange, sale or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Companyconveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including holders of the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Company's Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If . The Company shall cause notice of the Company executes a execution of such supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under each Holder of Notes, at his address appearing on the Note Register provided for in Section 2.5 of this Indenture have been complied withIndenture, within twenty (20) days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice the legality or validity of such supplemental indenture shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 15.7 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting 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 subdivision or combination); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another Person as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or any combination thereof) in exchange for such Common Stock (any such eventother than as a result of a change in name, a “Unit Exchange Event” and change in par value or a change in the jurisdiction of incorporation), (iii) any such statutory exchange as a result of which holders of Common Stock generally shall be entitled to receive stock, other securities or other property or assetsassets (including cash) with respect to or in exchange for such Common Stock (such transaction, a “Reference Property,” Statutory Exchange”), or (iv) any sale or conveyance of the properties and assets of the amount Company as, or substantially as, an entirety to any other Person as a result of Reference Property that a holder which holders of one Common Unit immediately prior to such Unit Exchange Event would have been Stock shall be entitled to receive upon the occurrence of stock, securities or other property or assets (including cash) with respect to or in exchange for such Unit Exchange Event, a “Reference Property Unit”)Common Stock, then the Company or the successor or purchasing companyPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture if such supplemental indenture is then required to so comply) providing that such Note shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance by a right to convert such principal amount of Notes into the number of Reference Property Units that a holder Holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversion Rate convert all such Notes) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or been conveyance assuming such Holder of Common Stock did not exercise his rights of election, if any, that holders of Common Stock who were entitled to receive vote or consent to such transaction had as to the kind or amount of securities, cash or other property receivable upon such Unit Exchange Event. Howeverconsolidation, at merger, combination, Statutory Exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, combination, 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 15.7 the kind and after amount of securities, cash or other property receivable upon such consolidation, merger, combination, Statutory Exchange, sale or conveyance for each non-electing share shall be deemed to be the effective time kind and amount so receivable per share by a plurality of the Unit Exchange Eventnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XV. If, (i) in the amount otherwise payable in cash upon conversion case of any such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) stock or other securities and assets receivable thereupon by a Holder of shares of Common Stock include shares of stock or other securities and assets of a Person other than the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid successor or deliveredpurchasing Person, as the case may be, in respect of the remaindersuch reclassification, if anychange, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Unitsconsolidation, if anymerger, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted intocombination, Statutory Exchange, sale or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Companyconveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including holders of the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If . The Company shall cause notice of the Company executes a execution of such supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under each Holder of Notes, at his address appearing on the Note Register provided for in Section 2.5 of this Indenture have been complied withIndenture, within twenty (20) days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice the legality or validity of such supplemental indenture shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 15.7 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case of: of (i) any recapitalization, reclassification or change of the Common Units Stock (other than changes resulting from a subdivision or combination); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; Parent, (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company Parent and its Subsidiaries; or Subsidiaries substantially as an entirety, or (iv) any statutory unit share exchange, in each case, as a result of which the Common Units Stock would be converted into, or exchanged for, or represent solely the right to receive, stock, other securities or securities, other property or assets (including cash or any combination thereof) (any such event, a “Unit Exchange Merger Event” ”), then, at the effective time of the Merger Event, the Company shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to exchange the Principal Amount of Notes (so long as the remaining amount of this Note not so exchanged is equal to $200,000 or an integral multiple of $1,000 in excess thereof) into the kind and any such amount of shares of stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”), then the Company assets (including cash or the successor or purchasing company, as the case may be, shall execute a supplemental indenture in form satisfactory to the Trustee providing that, at and after the effective time of such Unit Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the number of Reference Property Units any combination thereof) that a holder of a number of the shares of Common Units Stock equal to the Conversion Exchange Rate immediately prior to such Unit Exchange Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Unit Exchange Merger Event. However, at and after the effective time of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainder, if any, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Units, if any, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in If such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Merger Event causes the Common Units Stock to be converted into, or exchanged for, or represent solely into the right to receive, receive more than a single type of consideration (determined based in part upon any form of unitholder shareholder election), then (i) the Reference Property shall for which the Notes will be exchangeable will be deemed to be the weighted average, per Common Unit, average of the types and amounts of consideration received by the holders of shares of Common Units Stock that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company or the Parent shall notify Holders, Holders of the Notes and the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection The Parent shall not become a party to any Merger Event unless its terms are consistent with any adjustment to the Conversion Rate described above, foregoing. The Company shall cause notice of the Company will also adjust the Distribution Threshold based on the number execution of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also to be executed by mailed to each Holder, at the address of such other Person and shall contain such additional provisions to protect Holder as it appears on the interests register of the HoldersNotes maintained by the Registrar, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent to such Unit Exchange Event under this Indenture have been complied withwithin 20 days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or occurrence, Section 7.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 12.4(3) applies); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another corporation as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that such Security shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock and other securities or property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversion Rate convert all such Securities) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, Common Stock is (i) the amount otherwise payable in cash upon conversion of the Notes in accordance not a Person with Section 12.03 shall continue to be payable in cash; (ii) which the Company shall continue consolidated or into which the Company merged or which merged into the Company or to have the right to elect to determine the Cash Percentage and form of consideration to be paid which such sale or deliveredtransfer was made, as the case may bebe (a "Constituent Person"), in respect of the remainder, if any, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Units, if any, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value or an Affiliate of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an electionConstituent Person, and (ii) the Reference Property Unit for purposes failed to exercise his rights of the immediately preceding paragraph shall refer election, if any, as to the consideration referred to in clause kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary hereinprovided that, if the holders 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 Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property Stock in respect of any Unit Exchange Event includes shares which such rights of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture election shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent to such Unit Exchange Event under this Indenture not have been complied with. Any failure to deliver such Officer’s Certificate shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The provisions of this Section 12.06 shall apply successively to successive Unit Exchange Events.exercised

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 5.05(c) applies); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another Person as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of all or substantially all of the properties and assets of the Company to any such event, other Person as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companyPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee date of execution of each supplemental indenture) providing that, at and after that the effective time of such Unit Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed convertible into a right to convert such principal the kind and amount of Notes into the number shares of Reference Property Units that stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversion Rate convert all such Notes) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise his rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance provided that, if the Notes being converted in accordance with Section 12.03; kind or amount of stock, other securities or other property or assets (iiiincluding cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights of election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election"non-electing share"), then (i) for the Reference Property purposes of this Section 5.06 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 weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof)electing shares. Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Article. If The Company shall cause notice of the Reference Property in respect execution of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under each Holder of Notes, at its address appearing on the Note register provided for in Section 2.03 of this Indenture have been complied withIndenture, within 20 days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 5.06 applies to any event or occurrence, Section 5.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 7.05(c) applies); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another corporation as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that such Debenture shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock and other securities or property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversion Rate convert all such Debentures) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise his rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the Notes being converted in accordance with Section 12.03; (iii) kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights of election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election“nonelecting share”)), then (i) for the Reference Property purposes of this Section 7.06 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 weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof)electing shares. Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Article. If A Holder may convert Debentures at any time from and after the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than date which is 15 days prior to the Company or, in the case anticipated effective date of a transaction of the type described in ARTICLE 6clause (i), (ii) or (iii) above until 15 days after the successor to effective date of such transaction. The Company shall cause notice of the Company, then execution of such supplemental indenture shall also to be executed by such other Person and shall contain such additional provisions mailed to protect each Holder of Debentures, at its address appearing on the interests Debenture register provided for in Section 2.07 of the HoldersBase Indenture, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. within twenty (b20) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent to such Unit Exchange Event under this Indenture have been complied withdays after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.06 applies to any event or occurrence, Section 7.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting 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 subdivision or combination); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another corporation as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any such event, other Person as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companyPerson, as the case may be, shall execute with the Holder a supplemental indenture in form satisfactory written agreement providing that (x) this Warrant shall thereafter entitle the Holder to purchase the Trustee providing that, at kind and after the effective time of such Unit Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert shares of stock and other securities or property or assets (including cash) receivable upon such principal amount of Notes into reclassification, change, consolidation, merger, combination, sale or conveyance by the number of Reference Property Units that a holder of a number of the shares of Common Units equal Stock issuable upon exercise of this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversion Rate exercise this Warrant) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise such holder's rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the Notes being converted in accordance with Section 12.03; (iii) kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights of election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election"non-electing share"), then (i) for the Reference Property purposes of this Section 8 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 weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07electing shares), multiplied by the price paid per Common Unit in such Unit Exchange Event and (iiy) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollarsany such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the face amount thereof)Company for the performance of all of the Company's obligations under this Warrant and this Note Purchase Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for this Warrant or the issuance to the Holder of the shares of such shares of stock and other securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such supplemental indenture described in the second immediately preceding paragraph written agreement shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent to such Unit Exchange Event under this Indenture have been complied with. Any failure to deliver such Officer’s Certificate shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The provisions of this Section 12.06 shall apply successively to successive Unit Exchange Events.may

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 15.5(c) applies); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, Guarantor with another corporation as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee a supplemental indenture in form satisfactory (which shall conform to the Trustee providing that, Trust Indenture Act as in force at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that such Note shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock and other securities or property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversion Rate convert all such Notes) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise his rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the Notes being converted in accordance with Section 12.03; (iii) kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights or election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election"nonelecting share")), then (i) for purposes of this Section 15.6 the Reference Property 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 weighted average, per Common Unit, of kind and amount so receivable or share by a plurality if the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof)electing shares. Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests Article. SECTION 2.5 Section 15.8 of the Holders, including Indenture is hereby amended by deleting such Section in its entirety and inserting in lieu thereof the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent to such Unit Exchange Event under this Indenture have been complied with. Any failure to deliver such Officer’s Certificate shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The provisions of this Section 12.06 shall apply successively to successive Unit Exchange Events.following:

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 15.5 (c) applies); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, Guarantor with another corporation as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companycorporation, as the case may be, shall execute the Trustee a supplemental indenture in form satisfactory (which shall conform to the Trustee providing that, Trust Indenture Act as in force at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that such Note shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock and other securities or property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversion Rate convert all such Notes) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise his rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the Notes being converted in accordance with Section 12.03; (iii) kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights or election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election"nonelecting share")), then (i) for purposes of this Section 15.6 the Reference Property 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 weighted average, per Common Unit, of kind and amount so receivable or share by a plurality if the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof)electing shares. Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests Article. SECTION 2.5 Section 15.8 of the Holders, including Indenture is hereby amended by deleting such Section' in its entirety and inserting in lieu thereof the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent to such Unit Exchange Event under this Indenture have been complied with. Any failure to deliver such Officer’s Certificate shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The provisions of this Section 12.06 shall apply successively to successive Unit Exchange Events.following:

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur: (i) any recapitalization, reclassification or change of Common Units the outstanding shares of Underlying Stock (other than changes resulting 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 subdivision or combination); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, Issuer with another corporation as a result of which the Common Units would holders of Capital Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Underlying Stock, or (iii) any combination thereof) (sale of the properties and assets of the Issuer as, or substantially as, an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Underlying Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one Common Unit immediately prior assets (including cash) with respect to or in exchange for such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Underlying Stock, then the Company Issuer or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture if such supplemental indenture is then required to so comply) providing that the right to convert each $1,000 principal Securities of such series shall be convertible into the kind and amount of Notes shall be changed into a right to convert shares of stock and other securities or property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination or sale by a holder of a number of shares of Underlying Stock issuable upon conversion of the Common Units equal Securities of such series (assuming, for such purposes, a sufficient number of authorized shares of Underlying Stock available to the Conversion Rate convert all such Securities of such series) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination or been entitled to receive upon sale assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Underlying Stock did not exercise his or her rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange or sale (provided, that if the Notes being converted kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange or sale is not the same for each share of Underlying Stock in accordance with Section 12.03; respect of which such rights of election have not been exercised (iii) the number of Common Units, if any, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election"non-electing share"), then (i) then, for the Reference Property purposes of this Section 16.7, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange or sale for each non-electing share shall be deemed to be the weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereofelecting shares). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Article Seventeen. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company orIf, in the case of a transaction described in ARTICLE 6any such reclassification, the successor to the Companychange, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent to such Unit Exchange Event under this Indenture have been complied with. Any failure to deliver such Officer’s Certificate shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The provisions of this Section 12.06 shall apply successively to successive Unit Exchange Events.consolidation,

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 15.5(c) applies); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another corporation as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that such Note shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock and other securities or property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversion Rate convert all such Notes) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise his rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided, that, if the Notes being converted in accordance with Section 12.03; (iii) kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights of election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election"nonelecting-share")), then (i) for the Reference Property purposes of this Section 15.6 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 weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof)electing shares. Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Article. If The Company shall cause notice of the Reference Property in respect execution of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under each holder of Notes, at his address appearing on the Note register provided for in Section 2.5 of this Indenture have been complied withIndenture, within twenty (20) days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The provisions of this Section 12.06 shall apply successively to successive Unit Exchange Events.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case offollowing events occur, namely: (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 8.05(c) applies); (ii) any consolidation, merger, merger or combination or similar transaction involving the Companyof Holdings with another Person; (iii) any sale, lease sale or other transfer to a third party conveyance of all or substantially all of the consolidated properties and assets of the Company and its SubsidiariesHoldings to any other Person; or (iv) any statutory unit share exchange, ; in each case, case as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for such Common Stock (any such eventproperty, collectively, the “Reference Property”), then the Issuer shall execute with the Trustee, Holdings, such other Person (if applicable) and the Note Guarantors a supplemental indenture providing that at and after the effective time of such transaction each Note shall be convertible into the Reference Property receivable upon such transaction by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a “Unit Exchange Event” and any sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such recapitalization, reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”), then the Company or the successor or purchasing company, as the case may be, shall execute a supplemental indenture in form satisfactory to the Trustee providing that, at and after the effective time of such Unit Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the number of Reference Property Units that a holder of a number of the Common Units equal to the Conversion Rate immediately prior to such Unit Exchange Event would have owned or been entitled to receive assets (including cash) receivable upon such Unit Exchange Event. However, at and after the effective time of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainder, if any, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Units, if any, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unittransaction. If the Unit Exchange Event transaction causes the Common Units Stock to be converted into, or exchanged for, or represent solely the right to receive, receive more than a single type of consideration (determined based in part upon any form of unitholder election)consideration, then (i) the Reference Property shall into which the Notes will be convertible will be deemed to be the weighted average, per Common Unit, average of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes Stock. The Issuer shall notify Holders of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then The supplemental indenture shall provide for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes adjustments which shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Article 8. If The Issuer shall cause notice of the Reference Property in respect execution of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under each Holder of Notes, at its address appearing on the Note Register provided for in Section 2.03 of this Indenture have been complied withIndenture, within twenty (20) days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 8.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case of: If there shall occur (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 12.5(a) applies); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another Person as a result of which the Holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of all or substantially all of the properties and assets of the Company to any such event, other Person as a “Unit Exchange Event” and any such result of which Holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companyPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that each Note shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a right to convert such principal amount of Notes into the number of Reference Property Units that a holder Holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of treasury shares and authorized and unissued shares of Common Stock are available to the Conversion Rate convert all such Notes) immediately prior to such Unit Exchange Event reclassification, change, consolidation, merger, combination, sale or conveyance. For purposes of this Section 12.6, the kind and amount of consideration that a Holder would have owned or been entitled to receive upon such Unit Exchange Event. However, at and after the effective time as a Holder of the Unit Exchange EventCommon Stock in the case of reclassifications, (i) changes, consolidations, mergers, combinations, sales or conveyances of assets or other transactions that cause the amount otherwise payable in cash upon conversion of the Notes in accordance with Section 12.03 shall continue Common Stock to be payable in cash; (ii) the Company shall continue to have converted into the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainder, if any, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Units, if any, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, receive more than a single type of consideration (determined based in part upon any form of unitholder stockholder election), then (i) the Reference Property shall will be deemed to be the weighted average, per Common Unit, average of the types kind and amounts amount of consideration received by the holders Holders of the Common Units Stock that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE Article 12. If The Company shall cause notice of the Reference Property in respect execution of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under this Indenture have been complied witheach Holder, at its address appearing on the Register, within 20 days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 12.6 applies to any event or occurrence, Section 12.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting 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 subdivision or combination); , (ii) any consolidation, merger, share exchange or combination of the Company with another person, or similar transaction involving the Company; (iii) any sale, lease sale or other transfer to a third party of substantially all conveyance of the consolidated properties and assets of the Company and its Subsidiaries; or (iv) any statutory unit exchangeas an entirety or substantially as an entirety, in each case, case as a result of which the holders of Common Units would be converted into, or exchanged for, or represent solely the right to receive, Stock shall receive stock, other securities or other property or assets (including cash cash) with respect to or any combination thereof) (any in exchange for such event, a “Unit Exchange Event” and any such stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companyperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture if such supplemental indenture is then required to so comply) providing that the right to convert each $1,000 principal amount of Convertible Notes shall be changed convertible into a right to convert such principal the kind and amount of Notes into the number shares of Reference Property Units that stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of the Convertible Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Units equal Stock available to the Conversion Rate convert all such Convertible Notes) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, share exchange, combination, sale or been entitled to receive upon such Unit Exchange Eventconveyance. However, at and after In the effective time event holders of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to Common Stock have the right opportunity to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainder, if any, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Units, if any, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance, the Daily VWAP and Last Reported Sale Price Company will make adequate provision whereby holders of the Convertible Notes shall have the opportunity, on a timely basis, to determine the form of consideration into which all of the Convertible Notes, treated as a single class, shall be calculated convertible. Such determination shall be based on the value blended, weighted average of a Reference Property Unit. If elections made by holders of the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based Convertible Notes who participate in part upon any form of unitholder election), then (i) the Reference Property such determination and shall be deemed subject to be the weighted average, per Common Unit, any limitations to which all of the types and amounts of consideration received by the holders of Common Units that affirmatively make Stock are subject to, such an election, and (ii) the Reference Property Unit for purposes as pro rata reductions applicable to any portion of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof)payable. Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent to such Unit Exchange Event under this Indenture have been complied with. Any failure to deliver such Officer’s Certificate shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The provisions of this Section 12.06 shall apply successively to successive Unit Exchange Events.this

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case ofIf any of following events occur, namely: (i1) any recapitalization, reclassification or change of Common Units the outstanding Ordinary Shares (other than changes resulting 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 subdivision or combination); (ii2) any merger, consolidation, merger, statutory share exchange or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, Guarantor with another corporation as a result of which the Common Units would holders of Ordinary Shares shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Ordinary Shares; or (3) any combination thereof) (sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Ordinary Shares shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and assets (including cash) with respect to or in exchange for such Ordinary Shares; the amount of Reference Property that a holder of one Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”), then the Company Guarantor or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture if such supplemental indenture is then required to so comply) providing that such Security shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock and other securities or property or assets (including cash) which such principal amount of Notes into the number of Reference Property Units that a holder of a number of the Common Units equal to the Conversion Rate immediately prior to such Unit Exchange Event Holder would have owned or been entitled to receive upon such Unit Exchange Event. Howeverreclassification, at change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Securities been converted into Ordinary Shares immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance assuming such holder of Ordinary Shares did not exercise its rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance is not the same for each Ordinary Share in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 12.13 the kind and after amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance for each Non-Electing Share shall be deemed to be the effective time kind and amount so receivable per share by a plurality of the Unit Exchange EventNon-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 12. If, (i) in the amount otherwise payable in cash upon conversion case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid successor or deliveredpurchasing corporation, as the case may be, in respect of the remaindersuch reclassification, if anychange, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Unitsmerger, if anyconsolidation, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted intostatutory share exchange, combination, sale or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Companyconveyance, then such supplemental indenture shall also be executed by such other Person corporation and shall contain such additional provisions to protect the interests of the Holders, including Holders of the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If , including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 11. The Company executes a shall cause notice of the execution of such supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to each Holder, at the address of such Unit Exchange Event under this Indenture have been complied withHolder as it appears on the Register, within 20 days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 12.13 applies to any event or occurrence, Section 12.4 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any --------------------------------------------------------- of the case of: following events occur, namely (i) any recapitalization, reclassification or change of Common Units outstanding shares of Voting Stock (other than changes resulting 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 subdivision or combination); ; (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another corporation as a result of which the Common Units would holders of Voting Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities Notes or other property or assets (including cash cash) with respect to or in exchange for such Voting Stock; or (iii) any combination thereof) (sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any such event, other corporation as a “Unit Exchange Event” and any such result of which holders of Voting Stock shall be entitled to receive stock, other securities Notes or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one Common Unit immediately prior assets (including cash) with respect to or in exchange for such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Voting Stock, then the Company or the successor or purchasing companycorporation, as the case may be, shall execute with the Trustee a supplemental indenture in form satisfactory to indenture, providing that each Note shall be convertible into the Trustee providing that, at kind and after the effective time of such Unit Exchange Event, the right to convert each $1,000 principal amount of shares of stock and other Notes shall be changed into a right to convert or property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the Common Units equal to the Conversion Rate shares of Voting Stock issuable upon conversion of such Notes immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon such Unit Exchange Event. However, at and after the effective time of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainder, if any, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Units, if any, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof)conveyance. Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Section 4.07(f). If The Company shall cause notice of the Reference Property in respect execution of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under this Indenture have been complied witheach Holder of Notes, at his address appearing on the Note register, within 20 days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07(f) applies to any event or occurrence, Section 4.06 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case of: If there shall occur (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 12.5(a) applies); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another Person as a result of which the Holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of all or substantially all of the properties and assets of the Company to any such event, other Person as a “Unit Exchange Event” and any such result of which Holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companyPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that each Note shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a right to convert such principal amount of Notes into the number of Reference Property Units that a holder Holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of treasury shares and authorized and unissued shares of Common Stock are available to the Conversion Rate convert all such Notes) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time Holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise his rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the Notes being converted in accordance with Section 12.03; kind or amount of stock, other securities or other property or assets (iiiincluding cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights of election shall instead be deliverable in the amount and type of Reference Property that not have been exercised (a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election“non-electing share”), then for the purposes of this Section 12.6 the kind and amount of stock, other securities or other property or assets (iincluding cash) the Reference Property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent to such Unit Exchange Event under this Indenture have been complied with. Any failure to deliver such Officer’s Certificate shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The provisions of this Section 12.06 shall apply successively to successive Unit Exchange Events.electing

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting 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 subdivision or combination); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another corporation as a result of which the holders of Common Units would Stock shall be converted intoentitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or exchanged for, (iii) any sale or represent solely conveyance of the right properties and assets of the Company as an entirety or substantially as an entirety to receive, any other person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash cash) with respect to or any combination thereof) (any in exchange for such event, a “Unit Exchange Event” and any such stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companyperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture if such supplemental indenture is then required to so comply) providing that the right to convert each $1,000 principal amount of Convertible Subordinated Notes shall be changed convertible into a right to convert such principal the kind and amount of Notes into the number shares of Reference Property Units that stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of the Convertible Subordinated Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Units equal Stock available to the Conversion Rate convert all such Convertible Subordinated Notes) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled conveyance assuming such holder of Common Stock did not exercise his or her rights of election, if any, as to receive the kind or amount of securities, cash or other property receivable upon such Unit Exchange Event. Howeverconsolidation, at 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 share of Common Stock in respect of which such rights of election have not been exercised ("non-electing share"), then, for the purposes of this Section 12.6, the kind and after the effective time amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share by a plurality of the Unit Exchange Eventnon-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 12. If, (i) in the amount otherwise payable in cash upon conversion case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a person other than the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid successor or deliveredpurchasing person, as the case may be, in respect of the remaindersuch reclassification, if anychange, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Unitsconsolidation, if anymerger, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted intocombination, sale or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Common Unit, of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Companyconveyance, then such supplemental indenture shall also be executed by such other Person person and shall contain such additional provisions to protect the interests of the Holders, including holders of the right of Holders to require the Company to purchase their Convertible Subordinated Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If . The Company shall cause notice of the Company executes a execution of such supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and mailed to each holder of Convertible Subordinated Notes at his or her address appearing on the Register of holders for that all conditions precedent to such Unit Exchange Event under this Indenture have been complied withpurpose within 20 days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 12.6 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 12.6 applies to any event or occurrence, Section 12.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 15.05(c) applies); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another Person as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of all or substantially all of the properties and assets of the Company to any such event, other Person as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companyPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that each Debenture shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock, other securities or other property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to the Conversion Rate convert all such Debentures) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise his rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the Notes being converted in accordance with Section 12.03; kind or amount of stock, other securities or other property or assets (iiiincluding cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights of election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election"non-electing share"), then for the purposes of this Section 15.06 the kind and amount of stock, other securities or other property or assets (iincluding cash) the Reference Property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereofelecting shares). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Article 15. If The Company shall cause notice of the Reference Property in respect execution of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under each holder of Debentures, at its address appearing on the Debenture Register provided for in Section 2.04 of this Indenture have been complied withIndenture, within twenty (20) days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.06 applies to any event or occurrence, Section 15.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 16.05(c) applies); , (ii) any consolidation, merger, merger or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another Person as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of all or substantially all of the properties and assets of the Company to any such event, other Person as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companyPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that each Debenture shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock, other securities or other property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of the shares of Common Units equal Stock issuable upon conversion of such Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to the Conversion Rate convert all such Debentures) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise his rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the Notes being converted in accordance with Section 12.03; kind or amount of stock, other securities or other property or assets (iiiincluding cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights of election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election"non-electing share"), then for the purposes of this Section 16.06 the kind and amount of stock, other securities or other property or assets (iincluding cash) the Reference Property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereofelecting shares). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other adjustments that are which shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12Article 16. If The Company shall cause notice of the Reference Property in respect execution of any Unit Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor to the Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under each holder of Debentures, at its address appearing on the Debenture Register provided for in Section 2.05 of this Indenture have been complied withIndenture, within twenty (20) days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 16.06 applies to any event or occurrence, Section 16.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In If any of the case of: following events occur, namely (i) any recapitalization, reclassification or change of the outstanding shares of Common Units Stock (other than changes resulting from a subdivision or combinationcombination to which Section 15.05(b) applies); , (ii) any consolidation, merger, binding share exchange or combination or similar transaction involving the Company; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory unit exchange, in each case, with another Person as a result of which the holders of Common Units would Stock shall be converted into, or exchanged for, or represent solely the right entitled to receive, receive stock, other securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereof) (sale or conveyance of all or substantially all of the properties or assets of the Company to any such event, other Person as a “Unit Exchange Event” and any such result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one assets (including cash) with respect to or in exchange for such Common Unit immediately prior to such Unit Exchange Event would have been entitled to receive upon the occurrence of such Unit Exchange Event, a “Reference Property Unit”)Stock, then the Company or the successor or purchasing companyPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in form satisfactory to force at the Trustee providing that, at and after the effective time date of execution of such Unit Exchange Event, supplemental indenture) providing that each Note shall be convertible into the right to convert each $1,000 principal kind and amount of Notes shall be changed into a right to convert shares of stock, other securities or other property or assets (including cash) receivable upon such principal amount of Notes into the number of Reference Property Units that reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock, if any, (after giving effect, in the Common Units equal case of a conversion pursuant to Section 15.01(d), any increase to the Conversion Rate by any Additional Shares issuable upon such conversion) issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available for issuance upon the conversion of such Notes) immediately prior to such Unit Exchange Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon conveyance assuming such Unit Exchange Event. However, at and after the effective time holder of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion Common Stock did not exercise his rights of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainderelection, if any, of its Conversion Obligation in excess of as to the principal kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the Notes being converted in accordance with Section 12.03; kind or amount of stock, other securities or other property or assets (iiiincluding cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the number same for each share of Common Units, if any, otherwise deliverable by the Company upon conversion Stock in respect of the Notes in accordance with Section 12.03 above which such rights of election shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would not have received in such Unit Exchange Event; and been exercised (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit Exchange Event causes the Common Units to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder election“non-electing share”), then for the purposes of this Section 15.06 the kind and amount of stock, other securities or other property or assets (iincluding cash) the Reference Property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the weighted average, kind and amount so receivable per Common Unit, share by a plurality of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Common Unit. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders of Common Units receive only cash in a Unit Exchange Event, then for all conversions that occur after the effective date of such Unit Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07), multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying the cash due upon such conversions to converting Holders no later than the third Business Day immediately following the Conversion Date. For these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereofelecting shares). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, provide for anti-dilution and other (A) adjustments that are shall be as nearly equivalent as possible may be practicable to the adjustments provided for in this ARTICLE 12. If the Reference Property in respect of any Unit Exchange Event includes shares of stockArticle 15 and (B), securities or other property or assets of a Person other than the Company or, in the case of a transaction described in ARTICLE 6, the successor settlement mechanism for conversions as nearly equivalent as may be practicable to the Company, then provisions of Section 15.02. The Company shall cause notice of the execution of such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Exchange Event, the composition of a Reference Property Unit for such Unit Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent mailed to such Unit Exchange Event under each holder of Notes, at its address appearing on the Note Register provided for in Section 2.05 of this Indenture have been complied withIndenture, within 20 days after execution thereof. Any failure Failure to deliver such Officer’s Certificate notice shall not affect the legality or validity of such supplemental indenture. The Notwithstanding the provisions of this Section, if the Company elects to adjust the Conversion Rate and the related Settlement Amount as described in Section 15.01(e), the provisions of Section 15.01(e) shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company shall not become a party to any Unit Exchange Event unless its terms are consistent with this Section 12.06. None apply instead of the foregoing provisions shall affect the right of a Holder to convert its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Unit Exchange Event. (d) this Section. The above provisions of this Section 12.06 shall similarly apply successively to successive Unit Exchange Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.06 applies to any event or occurrence, Section 15.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case of: (i) any recapitalization, reclassification or change of Common Units Stock (other than changes a change resulting from a subdivision or combination); (ii) any consolidation, merger, combination or similar transaction involving the CompanyParent Guarantor; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Company Parent Guarantor and its Subsidiaries; or (iv) any statutory unit share exchange, in each case, as a result of which the Common Units Stock would be converted into, or exchanged for, or represent solely the right to receive, stock, other securities or other property or assets (including cash or any combination thereof) (any such event, a “Unit Share Exchange Event” and any such stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one share of Common Unit Stock immediately prior to such Unit Share Exchange Event would have been entitled to receive upon the occurrence of such Unit Share Exchange Event, a “Reference Property Unit”), then the Company Parent Guarantor or the successor or purchasing company, as the case may be, shall execute with the Trustee a supplemental indenture in form satisfactory to the Trustee providing that, at and after the effective time of such Unit Share Exchange Event, the right consideration due upon conversion of any Notes, and the conditions to convert any such conversion, will be determined in the same manner as if each $1,000 principal amount reference to any number of Notes shall be changed into shares of Common Stock in Article 11 were instead a right reference to convert such principal amount of Notes into the same number of Reference Property Units that a holder of a number of the Common Units equal to the Conversion Rate immediately prior to such Unit Exchange Event would have owned or been entitled to receive upon such Unit Exchange Event. However, at and after the effective time of the Unit Exchange Event, (i) the amount otherwise payable in cash upon conversion of the Notes in accordance with Section 12.03 shall continue to be payable in cash; (ii) the Company shall continue to have the right to elect to determine the Cash Percentage and form of consideration to be paid or delivered, as the case may be, in respect of the remainder, if any, of its Conversion Obligation in excess of the principal amount of the Notes being converted in accordance with Section 12.03; (iii) the number of Common Units, if any, otherwise deliverable by the Company upon conversion of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Unit Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price shall be calculated based on the value of a Reference Property Unit. If the Unit a Share Exchange Event causes the Common Units Stock to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of unitholder stockholder election), then (i) the Reference Property shall be deemed to be the weighted average, per share of Common UnitStock, of the types and amounts of consideration received by the holders of Common Units Stock that affirmatively make such an election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common UnitStock. The Company shall notify Holders, the Trustee and the Conversion Agent (if other that than the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Conversion Rate described above, the Company will also adjust the Distribution Threshold based on the number of shares of stock (or equity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is composed solely of non-equity consideration, the Distribution Threshold will be zero. Notwithstanding anything to the contrary herein, if the holders Reference Property Unit consists entirely of Common Units receive only cash in a Unit Exchange Eventcash, then for the Company will be deemed to elect Cash Settlement in respect of all conversions that occur whose Conversion Date occurs after the effective date of such Unit the Share Exchange Event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 12.07)above, multiplied by the price paid per Common Unit in such Unit Exchange Event and (ii) the Company will satisfy its conversion obligation by paying pay the cash due upon such conversions to converting Holders no later than the third Business Day immediately following after the Conversion Date. For these purposes, the Daily VWAP or Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ARTICLE 12Article 11. If the Reference Property in respect of any Unit Share Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company Parent Guarantor or, in the case of a transaction described in ARTICLE Article 6, the successor to the Successor Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the HoldersHolders of Notes, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE Article 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes and the Parent Guarantor execute a supplemental indenture pursuant to this Section 12.0611.06, as promptly as practicable, the Company shall file with the Trustee an Officer’s Certificate briefly describing such Unit Share Exchange Event, the composition of a Reference Property Unit for such Unit Share Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent to such Unit Share Exchange Event under this Indenture have been complied with. Any failure to deliver such Officer’s Certificate shall not affect the legality or validity of such supplemental indenture. The Parent Guarantor or the Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Company Parent Guarantor shall not become a party to any Unit Share Exchange Event unless its terms are consistent with this Section 12.0611.06. None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes as set forth in Section 12.02 11.02 and Section 12.01 11.01 prior to the effective date of such Unit Share Exchange Event. (d) The provisions of this Section 12.06 11.06 shall apply successively to successive Unit Share Exchange Events.