Common use of Notice of Adjustments and Certain Other Events Clause in Contracts

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate was determined and setting forth each adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of each Fixed Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable shall within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.05 5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each the adjusted Fixed Settlement Rate in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ ' Certificate delivered pursuant to Section 5.06(a)(i5.05(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Rate in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units Securities of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are adjusted as herein provided, the Company shall, as soon as practicable shall within 10 Business Days following the occurrence of an event that requires an adjustment to each Fixed Settlement Rate pursuant to Section 5.05 5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate was determined and setting forth each adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of each Fixed Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i5.05(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units and the Purchase Contract Agent of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate was determined and setting forth each adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of each Fixed Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificateOfficers’ Certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates Rate and the Applicable Market Value are adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i1) forthwith compute each the adjusted Fixed Settlement Rate and Applicable Market Value in accordance with Section 5.05 5.6 and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted Fixed the Settlement RateRate and the Applicable Market Value, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii2) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate and the Applicable Market Value pursuant to Section 5.6 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units Securities of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate and the Applicable Market Value was determined and setting forth each the adjusted Fixed Settlement RateRate and Applicable Market Value. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of each Fixed the Settlement RateRate or the Applicable Market Value, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Rate in accordance with Section 5.05 5.6 and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.6 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units Securities of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is calculated or adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i1) forthwith compute each adjusted Fixed the Settlement Rate adjusted as necessary in accordance with Section 5.05 5.6 in accordance with Section 5.6 and prepare and transmit to the Purchase Contract Agent an Officers’ Officer’s Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii2) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.6 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units Securities of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of each Fixed the Settlement RateRate or the Applicable Market Value, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected same or with respect to any matters, adjustments or calculations contained in relying on any Officers’ Certificate delivered pursuant to supplemental agreement entered into in accordance with Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate5.6(b). The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate or Early Settlement Rate, as applicable, is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each adjusted Fixed the Settlement Rate or Early Settlement Rate, as applicable, and the Applicable Market Value in accordance with Section 5.05 5.6 and prepare and transmit to the Purchase Contract Agent an Officers’ Officer’s Certificate setting forth each adjusted Fixed the Settlement RateRate and the Applicable Market Value, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the Settlement Rate or Early Settlement Rate, as applicable, pursuant to Section 5.6 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Equity Units and Stripped Equity Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate or Early Settlement Rate, as applicable, and the Applicable Market Value was determined and setting forth each the adjusted Fixed Settlement Rate or Early Settlement Rate, as applicable, and the Applicable Market Value. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Equity Units and Stripped Equity Units to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate or Early Settlement Rate, as applicable, and the Applicable Market Value, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the any time be issued or delivered with respect to any Forward Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Forward Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates Rate or Early Settlement Rate, as applicable, and the Applicable Closing Price are adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Rate or Early Settlement Rate, as applicable and Applicable Closing Price in accordance with Section 5.05 5.5 and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted Fixed the Settlement Rate or Early Settlement Rate, as applicable and the Applicable Closing Price, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate or Early Settlement Rate, as applicable and the Applicable Closing Price pursuant to Section 5.5 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units PIES of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate then or Early Settlement Rate, as applicable and the Applicable Closing Price was determined and setting forth each the adjusted Fixed Settlement Rate or Early Settlement Rate, as applicable and Applicable Closing Price. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of PIES to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate or Early Settlement Rate, as applicable or the Applicable Closing Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein providedprovided under Section 5.04(a), or the Settlement Rate is adjusted under Section 5.04(b), the Company shall, as soon as practicable shall within 10 Business Days following the occurrence of an event that requires an such adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as reasonably practicable after becoming so aware): (i) compute each the adjusted Fixed Settlement Rate or Settlement Rate, as the case may be, in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted the Fixed Settlement Rate or Settlement Rate, as the case may be, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each the Fixed Settlement Rate or Settlement Rate, as the case may be, was determined and setting forth each the adjusted Fixed Settlement Rate or Settlement Rate, as the case may be. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each the Fixed Settlement Rate or Settlement Rate, as the case may be, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i5.05(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each adjusted Fixed the Settlement Rate in accordance with Section 5.05 5.6 and prepare and transmit to the Purchase Contract Agent an Officers’ Officer's Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based, and any related adjustment to the Applicable Market Value; and (ii) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate and the Applicable Market Value pursuant to Section 5.6 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units Securities of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate and the Applicable Market Value was determined and setting forth each the adjusted Fixed Settlement RateRate and the Applicable Market Value. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of each Fixed the Settlement RateRate or the Applicable Market Value, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Rate in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ Officer's Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units Securities of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates Rate and the Early Settlement Rate are adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each adjusted Fixed the Settlement Rate, the Early Settlement Rate and the Applicable Market Value in accordance with Section 5.05 5.6 and prepare and transmit to the Purchase Contract Agent an Officers’ Officer's Certificate setting forth each adjusted Fixed the Settlement Rate, the Early Settlement Rate and the Applicable Market Value, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) within ten Business Days following an adjustment to the Settlement Rate and the Early Settlement Rate, pursuant to Section 5.6, provide a written notice to the Holders of the Equity Security Units and Stripped Units of the occurrence of such event adjustment and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate, the Early Settlement Rate and the Applicable Market Value was determined and setting forth each the adjusted Fixed Settlement Rate, the Early Settlement Rate and the Applicable Market Value. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Equity Security Units and Stripped Units to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, the Early Settlement Rate and the Applicable Market Value, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the any time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are adjusted as herein provided, the Company shall, as soon as practicable shall within 10 Business Days following the occurrence of an event that requires an adjustment to each Fixed Settlement Rate pursuant to Section 5.05 5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) ): compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ Officer's Certificate setting forth each adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) and provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate was determined and setting forth each adjusted Fixed Settlement Rate. (b) . The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of each Fixed Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Officer's Certificate delivered pursuant to Section 5.06(a)(i5.05(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates Rate or Early Settlement Rate, as applicable, and the Applicable Closing Price are adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Rate or Early Settlement Rate, as applicable and Applicable Closing Price in accordance with Section 5.05 5.5 and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted Fixed the Settlement Rate or Early Settlement Rate, as applicable and the Applicable Closing Price, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate or Early Settlement Rate, as applicable and the Applicable Closing Price pursuant to Section 5.5 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate then or Early Settlement Rate, as applicable and the Applicable Closing Price was determined and setting forth each the adjusted Fixed Settlement Rate or Early Settlement Rate, as applicable and Applicable Closing Price. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate or Early Settlement Rate, as applicable or the Applicable Closing Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates Rate or Early Settlement Rate, as applicable, and the Applicable Closing Price are adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Rate or Early Settlement Rate, as applicable and Applicable Closing Price in accordance with Section 5.05 5.5 and prepare and transmit to the Purchase Contract Agent an Officers’ Officer’s Certificate setting forth each adjusted Fixed the Settlement Rate or Early Settlement Rate, as applicable and the Applicable Closing Price, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate or Early Settlement Rate, as applicable and the Applicable Closing Price pursuant to Section 5.5 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate then or Early Settlement Rate, as applicable and the Applicable Closing Price was determined and setting forth each the adjusted Fixed Settlement Rate or Early Settlement Rate, as applicable and Applicable Closing Price. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate or Early Settlement Rate, as applicable or the Applicable Closing Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein providedprovided in Section 5.6, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Rate in accordance with Section 5.05 5.6 and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof by which it was calculated in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.6 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ such Officer's Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract therein. The Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificateOfficer's Certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; Contract and the Purchase Contract Agent makes no representation with respect theretoto such matters. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each adjusted Fixed the Settlement Rate in accordance with Section 5.05 5.6 and prepare and transmit to the Purchase Contract Agent an Officers’ Officer's Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based, and any related adjustment to the Applicable Market Value; and (ii) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate and the Applicable Market Value pursuant to Section 5.6 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units Securities of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate and the Applicable Market Value was determined and setting forth each the adjusted Fixed Settlement RateRate and the Applicable Market Value. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which that may require any adjustment of each Fixed the Settlement RateRate or the Applicable Market Value, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 and prepare and transmit to the Purchase Contract Agent an Officers’ Officer’s Certificate setting forth each adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate was determined and setting forth each adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of each Fixed Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Officer’s Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.V.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each adjusted Fixed the Settlement Rate and the Applicable Market Value in accordance with Section 5.05 5.6 and prepare and transmit to the Purchase Contract Agent an Officers’ Officer's Certificate setting forth each adjusted Fixed the Settlement RateRate and the Applicable Market Value, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.6 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate and the Applicable Market Value was determined and setting forth each the adjusted Fixed Settlement RateRate and the Applicable Market Value. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each Fixed the Settlement RateRate or the Applicable Market Value, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the a Fixed Settlement Rates are Rate is adjusted as herein providedprovided under Section 5.04(a), Section 5.04(b) or Section 5.04(e), the Company shall, as soon as practicable shall within 10 Business Days following the occurrence of an event that requires an such adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as reasonably practicable after becoming so aware) or the date the Company makes an adjustment pursuant to Section 5.04(e): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Equity Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate was determined and setting forth each adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Equity Units to determine whether any facts exist which that may require any adjustment of each Fixed Settlement Rate, Rate or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i5.05(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which that may at the time be issued or delivered with respect to any Stock Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Stock Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.V.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are adjusted as herein providedprovided or the Settlement Rate is fixed pursuant to Section 5.1(f), the Company shall, shall as soon as practicable following the occurrence of an event that requires an adjustment pursuant or permits the Settlement Rate to Section 5.05 (be adjusted or if the Company is not aware of such occurrencefixed, as soon as practicable after becoming so aware): (i) provide written notice to the Purchase Contract Agent of the occurrence of that event and (ii) compute each adjusted the Fixed Settlement Rate Rates and the Applicable Market Value in accordance with Section 5.05 5.6 or, in the case of a fixing of the Settlement Rate, pursuant to Section 5.1(f), and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted the Fixed Settlement Rates and the Applicable Market Value or the Fixed Accounting Event Settlement Rate, as the case may be, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and based (ii) provide a written notice to which Officers' Certificate, in the Holders case of the Units fixing of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate was determined pursuant to Section 5.1(f) shall be delivered by such time and setting forth each adjusted Fixed Settlement Ratedate as specified in Section 5.1(f)). (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each the Fixed Settlement RateRates and the Applicable Market Value, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockOrdinary Shares, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; , and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Ordinary Shares pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is calculated or adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i1) forthwith compute each adjusted Fixed the Settlement Rate adjusted as necessary in accordance with Section 5.05 5.6 in accordance with Section 5.6 and prepare and transmit to the Purchase Contract Agent an Officers’ Officer's Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii2) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.6 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units Securities of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of each Fixed the Settlement RateRate or the Applicable Market Value, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected same or with respect to any matters, adjustments or calculations contained in relying on any Officers’ Certificate delivered pursuant to supplemental agreement entered into in accordance with Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate5.6(b). The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are adjusted as herein provided, the Company shall, as soon as practicable shall within 10 Business Days following the occurrence of an event that requires an adjustment to each Fixed Settlement Rate pursuant to Section 5.05 5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate was determined and setting forth each adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each Fixed Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i5.05(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is calculated or adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i1) forthwith compute each adjusted Fixed the Settlement Rate adjusted as necessary in accordance with Section 5.05 5.6 in accordance with Section 5.6 and prepare and transmit to the Purchase Contract Agent an Officers’ Officer's Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii2) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.6 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units Securities of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of each Fixed the Settlement RateRate or the Applicable Market Value, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected same or with respect to any matters, adjustments or calculations contained in relying on any Officers’ Certificate delivered pursuant to supplemental agreement entered into in accordance with Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate5.6(b). The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of [Common Stock] [Preferred Stock], or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of [Common Stock Stock] [Preferred Stock] pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are adjusted as herein providedprovided or the Settlement Rate is fixed pursuant to Section 5.1(f), the Company shall, shall as soon as practicable following the occurrence of an event that requires an adjustment pursuant or permits the Settlement Rate to Section 5.05 (be adjusted or if the Company is not aware of such occurrencefixed, as soon as practicable after becoming so aware): (i) provide written notice to the Purchase Contract Agent of the occurrence of that event and (ii) compute each adjusted the Fixed Settlement Rate Rates and the Applicable Market Value in accordance with Section 5.05 5.6 or, in the case of a fixing of the Settlement Rate, pursuant to Section 5.1(f), and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted the Fixed Settlement Rates and the Applicable Market Value or the Fixed Accounting Event Settlement Rate, as the case may be, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and based (ii) provide a written notice to which Officers' Certificate, in the Holders case of the Units fixing of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate was determined pursuant to Section 5.1(f) shall be delivered by such time and setting forth each adjusted Fixed Settlement Ratedate as specified in Section 5.1(f)) . (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each the Fixed Settlement RateRates and the Applicable Market Value, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockOrdinary Shares, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; , and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Ordinary Shares pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable shall within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.05 5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each the adjusted Fixed Settlement Rate in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ ' Certificate delivered pursuant to Section 5.06(a)(i5.04(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Rate in accordance with Section 5.05 506 and prepare and transmit to the Purchase Contract Agent an Officers’ Officer's Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) within ten (10) Business Days following the occurrence of an event that permits or requires an adjustment to the Settlement Rate pursuant to Section 506 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units Securities of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder holder of Securities to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Low Settlement Rates Rate, the Minimum Settlement Rate or the Anti-Dilution Factor are adjusted as herein provided, the Company shall, as soon as practicable shall within 10 Business Days following the occurrence of an event that requires an such adjustment pursuant to Section 5.05 5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Low Settlement Rate, the Minimum Settlement Rate or the Anti-Dilution Factor in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each such adjusted Fixed Low Settlement Rate, the Minimum Settlement Rate or the Anti-Dilution Factor, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the HiMEDS Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Low Settlement Rate, the Minimum Settlement Rate or the Anti-Dilution Factor was determined and setting forth each adjusted Fixed Low Settlement Rate, the Minimum Settlement Rate or the Anti-Dilution Factor. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of HiMEDS Units to determine whether any facts exist which may require any adjustment of each Fixed the Low Settlement Rate, the Minimum Settlement Rate or the Anti-Dilution Factor, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i5.05(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable shall within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.05 5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each the adjusted Fixed Settlement Rate in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, or with respect to the nature or extent or calculation of any 56 such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ ' Certificate delivered pursuant to Section 5.06(a)(i5.05(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockOrdinary Shares, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Ordinary Shares pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable shall within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.05 5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each the adjusted Fixed Settlement Rate in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Warrant Agent an Officers’ ' Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Warrant Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Warrant Agent shall be fully authorized and protected in relying on any Officers’ ' Certificate delivered pursuant to Section 5.06(a)(i5.05(a)(i) and any adjustment contained therein and the Purchase Contract Warrant Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Warrant Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase ContractWarrant; and the Purchase Contract Warrant Agent makes no representation with respect thereto. The Purchase Contract Warrant Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract Warrant or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Exchange Rate for any series of MEDS is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Exchange Rate in accordance with Section 5.05 13.3 and prepare and transmit to a certificate signed by an officer of the Purchase Contract Agent an Officers’ Certificate Company setting forth each the adjusted Fixed Settlement Exchange Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based, which certificate shall be conclusive, final and binding evidence of the correctness of the adjustment, and file such certificate forthwith with the Trustee; and (ii) within 10 Business Days following the occurrence of an event that permits or requires an adjustment to the Exchange Rate pursuant to Section 13.3 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Trustee and to the Holders of the Units outstanding MEDS of the relevant series of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement the Exchange Rate was determined and setting forth each adjusted Fixed Settlement Ratethe revised Exchange Rate per MEDS of such series. (b) The Purchase Contract Agent shall not In case at any time be under while any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of each Fixed Settlement Rate, or with respect to the nature or extent or calculation MEDS of any such adjustment when made, or with respect to series are outstanding the method employed in making the same. The Purchase Contract Agent Company receives notice that: (i) an Exchange Issuer shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value declare a dividend (or any other distribution) on or in respect of the kind Exchange Issuer Securities to which Section 13.3(a)(i) or amount(ii) shall apply (other than any cash dividends and distributions, if any, paid from time to time by such Exchange Issuer that do not constitute Extraordinary Cash Dividends); (ii) an Exchange Issuer shall authorize the issuance to all holders of any shares Exchange Issuer Securities of Common Stock, rights or warrants to subscribe for or purchase Exchange Issuer Securities or of any securities other subscription rights or propertywarrants; (iii) there shall occur any conversion or reclassification of Exchange Issuer Securities (other than a subdivision or combination of outstanding shares of such Exchange Issuer Securities) or any consolidation, merger or reorganization to which may such Exchange Issuer is a party and for which approval of any securityholders of such Exchange Issuer is required, or the sale or transfer of all or substantially all of the assets of an Exchange Issuer; or (iv) there shall occur the voluntary or involuntary dissolution, liquidation or winding up of an Exchange Issuer; then the Company shall promptly cause to be delivered to the Trustee and any applicable paying agent and filed at the time be issued office or delivered with respect to any Purchase Contract; and agency maintained for the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure purpose of exchanging the MEDS of the Company relevant series at Maturity in the Borough of Manhattan, in The City of New York by the Trustee (or any applicable paying agent), and shall promptly cause to issue, transfer or deliver any shares be mailed to the Holders of Common Stock pursuant to a Purchase Contract or to comply with any MEDS of the duties, responsibilities or covenants of the Company contained in this Article 5.relevant series at their last addresses as they shall appear upon

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Rate in accordance with Section 5.05 SECTION 506 and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) within 10 Business Days following the occurrence of an event that permits or requires an adjustment to the Settlement Rate pursuant to SECTION 506 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units Securities of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder holder of Securities to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Maximum Daily Amount is adjusted as herein provided, the Company shall, as soon as practicable shall within 10 Business Days following the occurrence of an event that requires an adjustment to each Maximum Daily Amount pursuant to Section 5.05 5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):) (i) compute each adjusted Fixed Settlement Rate Maximum Daily Amount in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ Officer’s Certificate setting forth each adjusted Fixed Settlement RateMaximum Daily Amount, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate Maximum Daily Amount was determined and setting forth each adjusted Fixed Settlement RateMaximum Daily Amount. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of each Fixed Settlement RateMaximum Daily Amount, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Officer’s Certificate delivered pursuant to Section 5.06(a)(i5.05(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Exchange Rate is adjusted as herein providedprovided or an Adjustment Event occurs, the Company shall: (v) forthwith compute the adjusted Exchange Rate (or Transaction Value) in accordance with Section 205 and prepare an Officers' Certificate signed by an officer of the Company setting forth the adjusted Exchange Rate (or Transaction Value), as soon as practicable the method of calculation thereof in reasonable detail and the facts requiring such adjustment and upon which such adjustment is based, which certificate shall be conclusive, final and binding evidence of the correctness of the adjustment, and file such certificate forthwith with the Trustee; and (vi) within 10 Business Days following the occurrence of an event that permits or requires an adjustment to the Exchange Rate pursuant to Section 5.05 205(a) (each, a "Dilution Event") or an Adjustment Event that permits or requires a change in the consideration to be received by Holders pursuant to Section 205(b) (or, in either case, if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 and prepare and transmit ), provide written notice to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, Trustee and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units outstanding PIES of the occurrence of such event and Dilution Event or Adjustment Event including a statement in reasonable detail setting forth the method by which the any adjustment to each Fixed Settlement the Exchange Rate or change in the consideration to be received was determined and setting forth each adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty the revised Exchange Rate or responsibility to any Holder to determine whether any facts exist which consideration, as the case may require be, per PIES, PROVIDED, THAT, in respect of any adjustment of each Fixed Settlement Rate, or with respect to the nature or extent or calculation of any Maturity Price, such adjustment when made, or with respect notice need only disclose the factor by which the Maturity Price is to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered multiplied pursuant to Section 5.06(a)(i205(a)(iv) and any adjustment contained therein and in order to determine which clause of the Purchase Contract Agent shall definition of the Exchange Rate will apply at Maturity, it being understood that, until Maturity, the Exchange Rate itself cannot be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5determined.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein providedprovided or the Settlement Rate is fixed pursuant to Section 5.1(f), the Company shall, shall as soon as practicable following the occurrence of an event that requires an adjustment pursuant or permits the Settlement Rate to Section 5.05 (be adjusted or if the Company is not aware of such occurrencefixed, as soon as practicable after becoming so aware): (i) provide written notice to the Purchase Contract Agent of the occurrence of that event and (ii) compute each adjusted Fixed the Settlement Rate and the Applicable Market Value in accordance with Section 5.05 5.6 or, in the case of a fixing of the Settlement Rate, pursuant to Section 5.1(f), and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted the Settlement Rate and the Applicable Market Value or the Fixed Settlement Rate, as the case may be, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and based (ii) provide a written notice to which Officers' Certificate, in the Holders case of the Units fixing of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate was determined pursuant to Section 5.1(f) shall be delivered by such time and setting forth each adjusted Fixed Settlement Ratedate as specified in Section 5.1(f)). (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each Fixed the Settlement RateRate and the Applicable Market Value, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockOrdinary Shares, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; , and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Ordinary Shares pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Low Settlement Rates Rate, the Minimum Settlement Rate and the Anti-Dilution Factor are adjusted as herein provided, the Company shall, as soon as practicable shall within 10 Business Days following the occurrence of an event that requires an such adjustment pursuant to Section 5.05 5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Low Settlement Rate, Minimum Settlement Rate and Anti-Dilution Factor in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each such adjusted Fixed Low Settlement Rate, Minimum Settlement Rate and Anti-Dilution Factor, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the HiMEDS Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Low Settlement Rate, the Minimum Settlement Rate and the Anti-Dilution Factor was determined and setting forth each adjusted Fixed Low Settlement Rate, Minimum Settlement Rate and Anti-Dilution Factor. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of HiMEDS Units to determine whether any facts exist which may require any adjustment of each Fixed the Low Settlement Rate, the Minimum Settlement Rate and the Anti-Dilution Factor, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i5.05(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Closing Price is adjusted as herein providedprovided or an Adjustment Event occurs, the Company shall: (i) forthwith compute the adjusted Share Components and prepare a certificate signed by an officer of the Company setting forth the adjusted Share Components, as soon as practicable the method of calculation thereof in reasonable detail and the facts requiring such adjustment and upon which such adjustment is based, which certificate shall be conclusive, final and binding evidence of the correctness of the adjustment, and file such certificate forthwith with the Trustee; and (ii) within ten Business Days following the occurrence of an event that permits or requires an adjustment to the Daily Amount pursuant to Section 5.05 Paragraph 7 hereof (each, a "Dilution Event"), an Adjustment Event that permits or requires a change in the consideration to be received by Holders pursuant to Paragraph 8 hereof, or a Mandatory Redemption Event or a Partial Mandatory Redemption Event, each as described in Paragraph 9 hereof (or, in any case, if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 and prepare and transmit ), provide written notice to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, Trustee and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units outstanding SynDECS of the occurrence of such event and event, including, in the case of a Dilution Event or Adjustment Event, a statement in reasonable detail setting forth the method by which the any adjustment to each Fixed Settlement Rate the Daily Amount or change in the consideration to be received by Holders of SynDECS following the Adjustment Event was determined and setting forth the factors by which the Closing Price and the Share Components are to be adjusted in order to determine which clause of the Daily Amount definition shall apply on each adjusted Fixed Settlement Rate.day on which a Daily Amount is required to be calculated, and in the case of a Mandatory Redemption Event or a Partial Mandatory Redemption Event the date on which the SynDECS shall be redeemed and the amount payable to Holders of SynDECS upon such redemption.. (b) The Purchase Contract Agent shall not In case at any time while any of the SynDECS are outstanding the Company becomes aware that: (i) News Corporation will declare a dividend (or any other distribution) on or in respect of the ADSs to which Paragraph 7 shall apply; (ii) News Corporation will authorize the issuance to all holders of the ADSs or Ordinary Shares of rights or warrants to subscribe for or purchase ADSs or Ordinary Shares or of any other subscription rights or warrants; or (iii) there will occur any conversion or reclassification of News Corporation (other than a subdivision or combination of outstanding ADSs or Ordinary Shares) or any consolidation, amalgamation or merger to which News Corporation is a party and for which approval of any stockholders of News Corporation is required; then, if the Company becomes aware of the information described in clause (x) and (y) below within a reasonable amount of time in advance of the delivery and filing requirements set forth in this subparagraph (b), the Company shall cause to be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of each Fixed Settlement Rate, or with respect delivered to the nature or extent or calculation of any such adjustment when madeTrustee, or with respect and shall promptly cause to be mailed to the method employed in making Holders of SynDECS at their last addresses as they shall appear upon the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and registration books of the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to Security Registrar, at least ten days before the validity or value date hereinafter specified (or the kind earlier of the dates hereinafter specified, in the event that more than one is specified), a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or amount) grant of any shares rights or warrants or, if a record is not to be taken, the date as of Common Stockwhich holders of the ADSs or Ordinary Shares of record to be entitled to such dividend, distribution or grant of rights or warrants are to be determined, or (y) the date, if known by the Company, on which such conversion, reclassification, consolidation, amalgamation or merger is expected to become effective. Following any Adjustment Event, the provisions of any securities or property, which may at the time be issued or delivered this Paragraph 14(b) shall apply with respect to any Purchase Contract; Reported Securities in the same manner as with respect to News Corporation and the Purchase Contract Agent makes no representation ADSs. (c) On or prior to each Settlement Date, the Company shall notify the Trustee, and the Trustee shall promptly thereafter publish a notice in a daily newspaper of national circulation stating whether and the extent to which the Company shall deliver, in accordance with respect theretoParagraph 5(l), ADSs or cash (and/or, in accordance with Paragraph 8, cash or Reported Securities) on the relevant Settlement Date. The Purchase Contract Agent Trustee shall not be responsible for any failure notify DTC of the Company form of consideration to issue, transfer or deliver any shares be delivered by the Company. (d) After the close of Common Stock pursuant to a Purchase Contract or to comply with any business on the Business Day immediately preceding each Settlement Date of the dutiesSynDECS, responsibilities or covenants the Company shall notify the Trustee in writing of the number of ADSs and/or Reported Securities, and/or the amount of cash to be paid per SynDECS. (e) If a Market Disruption Event occurs during the period beginning on November 5, 2008, January 12, 2009 or March 19, 2009 and ending upon completion of the 10 Trading Day period for determining the Daily Amounts for the applicable Settlement Date, the Company contained shall cause notice of such Market Disruption Event to be delivered to the Trustee, and shall promptly cause notice of such Market Disruption Event to be mailed to the Holders of the SynDECS at their last addresses as they shall appear upon the registration books of the Security Registrar. (f) If a Dividend Adjustment Event occurs, the Company shall cause notice of such Dividend Adjustment Event to be delivered to the Trustee, and shall, prior to the relevant record date of the occurrence of such event, cause notice of such Dividend Adjustment Event to be mailed to the Holders of the SynDECS at their last addresses as they shall appear upon the registration books of the Security Registrar, indicating in this Article 5that notice whether the Company elects to adjust the interest payment or the Threshold Appreciation Price. The Company shall cause notice of the relevant adjustments to be delivered to the Trustee, and shall, promptly following the relevant record date of such adjustments, cause notice of such adjustments to be mailed to the Holders of the SynDECS at their last addresses as they shall appear upon the registration books of the Security Registrar.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Exchange Rate is adjusted as herein providedprovided or an Adjustment Event occurs, the Company shall: (i) forthwith compute the adjusted Exchange Rate (or Transaction Value) in accordance with Section 2.04 and prepare a certificate signed by an officer of the Company setting forth the adjusted Exchange Rate (or Transaction Value), as soon as practicable the method of calculation thereof in reasonable detail and the facts requiring such adjustment and upon which such adjustment is based, which certificate shall be conclusive, final and binding evidence of the correctness of the adjustment, and file such certificate forthwith with the Trustee; and (ii) within ten Business Days following the occurrence of an event that permits or requires an adjustment to the Exchange Rate pursuant to Section 5.05 2.04(a) (each, a "Dilution Event") or an Adjustment Event that permits or requires a change in the consideration to be received by Holders pursuant to Section 2.04(b) (or, in any case, if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 and prepare and transmit ), provide written notice to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, Trustee and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units outstanding DECS of the occurrence of such event and Dilution Event or Adjustment Event including a statement in reasonable detail setting forth the method by which the any adjustment to each Fixed Settlement the Exchange Rate or change in the consideration to be received was determined and setting forth each adjusted Fixed Settlement Ratethe revised Exchange Rate or consideration, as the case may be, per DECS; provided, however, that in respect of any adjustment to the Maturity Price, such notice need only disclose the factor by which the Maturity Price is to be multiplied pursuant to Section 2.04(a)(iv) in order to determine which clause of the definition of the Exchange Rate will apply at Maturity, it being understood that, until Maturity, the Exchange Rate itself cannot be determined. (b) The Purchase Contract Agent shall not In case at any time be under while any duty of the DECS are outstanding the Company receives notice that: (i) Cincinnati Bell shall declare a dividend (or responsibility any other xxxtribution) on or in respect of the Cincinnati Bell Common Shares to which Section 2.04(a)(x) or (ii) shall apply (other than any Holder cash dividends and distributions, if any, paid from time to determine whether time by Cincinnati Bell that constitute Ordinary Cash Dividendx); (ii) Cincinnati Bell shall authorize the issuance to all hoxxxxs of Cincinnati Bell Common Shares of rights or warrants to xxxscribe for or purchase Cincinnati Bell Common Shares or of any facts exist other subscripxxxx rights or warrants; (iii) there shall occur any conversion or reclassification of Cincinnati Bell Common Shares (other than a subdivisiox xx combination of such outstanding Cincinnati Bell Common Shares) or any consolidation, mxxxxr or reorganization to which may require Cincinnati Bell is a party and for which approval of any adjustment shxxxxolders of each Fixed Settlement RateCincinnati Bell is required, or with respect the sale or transfer of all xx substantially all of the assets of Cincinnati Bell; or (iv) there shall occur xxx voluntary or involuntary dissolution, liquidation or winding up of Cincinnati Bell; then the Company shall promptly cause to xx xelivered to the nature Trustee and any applicable Paying Agent and filed at the office or extent agency maintained for the purpose of exchange of DECS at Maturity in the Borough of Manhattan, in The City of New York by the Trustee (or calculation of any such adjustment when madeapplicable Paying Agent), or with respect and shall promptly cause to be mailed to the method employed in making Holders of DECS at their last addresses as they shall appear upon the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and registration books of the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to Security Registrar, at least eight days before the validity or value date hereinafter specified (or the kind earlier of the dates hereinafter specified, in the event that more than one is specified), a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or amount) grant of any shares rights or warrants or, if a record is not to be taken, the date as of which the holders of Cincinnati Bell Common StockShares of record to be entitled to sxxx dividend, distribution or grant of rights or warrants are to be determined, or (y) the date, if known by the Company, on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective. Following any Adjustment Event, the provisions of any securities or property, which may at the time be issued or delivered this paragraph (b) shall apply with respect to any Purchase Contract; Reported Securities in the same manner as with respect to Cincinnati Bell and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure Cincinnati Bell Common Shares. (c) On or prior tx xxur Business Days preceding the Stated Maturity of the DECS, the Company shall provide notice to issue, transfer or deliver any shares the Holders of Common Stock pursuant to a Purchase Contract or to comply with any record of the dutiesDECS and to the Trustee and will publish a notice in a daily newspaper of national circulation stating whether the Company will deliver, responsibilities in accordance with Section 2.02, Cincinnati Bell Common Shares or covenants cash (and/or, in accordancx xxth Section 2.04(b), cash or Reported Securities) upon the mandatory exchange of the principal amount of the DECS. After the close of business on the Business Day immediately preceding the Stated Maturity of the DECS, the Company contained shall notify the Trustee in this Article 5writing of the number of Cincinnati Bell Common Shares and/or Reported Securities, ox xxe amount of cash to be paid per DECS.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Exchange Rate is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Exchange Rate in accordance with Section 5.05 1403 and prepare and transmit to a certificate signed by an officer of the Purchase Contract Agent an Officers’ Certificate Company setting forth each the adjusted Fixed Settlement Exchange Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based, which certificate shall be conclusive, final and binding evidence of the correctness of the adjustment, and file such certificate forthwith with the Trustee for the 2002 Exchangeable Notes; and (ii) within 10 Business Days following the occurrence of an event that permits or requires an adjustment to the Exchange Rate pursuant to Section 1403 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Trustee for distribution to the Holders of the Units Outstanding 2002 Exchangeable Notes of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement the Exchange Rate was determined and setting forth each adjusted Fixed Settlement Ratethe revised Exchange Rate per 2002 Exchangeable Note. (b) The Purchase Contract Agent shall not In case at any time be under while any duty of the 2002 Exchangeable Notes are outstanding the Company receives notice that: (i) EOG shall declare a dividend (or responsibility any other distribution) on or in respect of the EOG Common Stock to which Section 1403(a)(i) or (ii) shall apply (other than any Holder cash dividends and distributions, if any, paid from time to determine whether time by EOG that do not constitute Extraordinary Cash Dividends); (ii) EOG shall authorize the issuance to all holders of EOG Common Stock of rights or warrants to subscribe for or purchase shares of EOG Common Stock or of any facts exist other subscription rights or warrants; (iii) there shall occur any conversion or reclassification of EOG Common Stock (other than a subdivision or combination of outstanding shares of such EOG Common Stock) or any consolidation, merger or reorganization to which may require EOG is a party and for which approval of any adjustment stockholders of each Fixed Settlement RateEOG is required, or with respect the sale or transfer of all or substantially all of the assets of EOG; or (iv) there shall occur the voluntary or involuntary dissolution, liquidation or winding up of EOG; then, the Company shall promptly cause to be delivered to the nature Trustee and any applicable Paying Agent and filed at the office or extent agency maintained for the purpose of exchange of 2002 Exchangeable Notes at Maturity in the Borough of Manhattan, in The City of New York by the Trustee (or calculation of any such adjustment when madeapplicable Paying Agent), or with respect and shall promptly cause to be mailed to the method employed in making Holders of 2002 Exchangeable Notes at their last addresses as they shall appear upon the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and registration books of the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to Securities Registrar, at least 10 days before the validity or value date hereinafter specified (or the kind earlier of the dates hereinafter specified, in the event that more than one is specified), a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or amount) grant of any shares rights or warrants, or, if a record is not to be taken, the date as of which the holders of EOG Common StockStock of record to be entitled to such dividend, distribution or grant of rights or warrants are to be determined, or of any securities (y) the date, if known by the Company, on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or property, which may at the time be issued or delivered with respect winding up is expected to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5become effective.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable shall within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.05 5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each the adjusted Fixed Settlement Rate in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i5.05(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable Issuer shall within [10] Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.05 5.4 (or if the Company Issuer is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each the adjusted Fixed Settlement Rate in accordance with Section 5.05 5.4 and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ ' Certificate delivered pursuant to Section 5.06(a)(i5.5(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company Issuer to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company Issuer contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, shall as soon as practicable following the occurrence of an event that requires after an adjustment to the Settlement Rate pursuant to Section 5.05 5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each the adjusted Fixed Settlement Rate in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each the adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each the Fixed Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i5.05(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock (or, in the circumstances described in Section 5.08, shares of Series A Preferred Stock), or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock (or, in the circumstances described in Section 5.08, shares of Series A Preferred Stock) pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 and prepare and transmit to the Purchase Contract Agent an Officers’ Officer’s Certificate setting forth each adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units and the Purchase Contract Agent of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate was determined and setting forth each adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of each Fixed Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Officer’s Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificateOfficer’s Certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Exchange Rate is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Exchange Rate in accordance with Section 5.05 204 and prepare and transmit to a certificate signed by an officer of the Purchase Contract Agent an Officers’ Certificate Company setting forth each the adjusted Fixed Settlement Exchange Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based, which certificate shall be conclusive, final and binding evidence of the correctness of the adjustment, and file such certificate forthwith with the Trustee; and (ii) within 10 Business Days following the occurrence of an event that permits or requires an adjustment to the Exchange Rate pursuant to Section 204(a) (each, a "Dilution Event") or a Reorganization Event that permits or requires a change in the consideration to be received by Holders pursuant to Section 204(b) (or, in either case, if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Trustee and to the Holders of the Units outstanding DECS of the occurrence of such event and Dilution Event or Reorganization Event including a statement in reasonable detail setting forth the method by which the any adjustment to each Fixed Settlement the Exchange Rate or change in the consideration to be received was determined and setting forth each adjusted Fixed Settlement Ratethe revised Exchange Rate or consideration, as the case may be, per DECS, provided, that, in respect of any adjustment to the Maturity Price, such notice need only disclose the factor by which the Maturity Price is to be multiplied pursuant to Section 204(a)(v) in order to determine which clause of the definition of the Exchange Rate will apply at Maturity, it being understood that, until Maturity, the Exchange Rate itself cannot be determined. (b) The Purchase Contract Agent shall not In case at any time be under while any duty of the DECS are outstanding the Company receives notice that: (i) Enhance shall declare a dividend (or responsibility any other distribution) on or in respect of the Enhance Common Stock to which Section 204(a)(i) or (ii) shall apply (other than any Holder cash dividends and distributions, if any, paid from time to determine whether time by Enhance that do not constitute Extraordinary Cash Dividends); (ii) Enhance shall authorize the issuance to all holders of Enhance Common Stock of rights or warrants to subscribe for or purchase shares of Enhance Common Stock or of any facts exist other subscription rights or warrants; (iii) there shall occur any conversion or reclassification of Enhance Common Stock (other than a subdivision or combination of outstanding shares of such Enhance Common Stock) or any consolidation, merger or reorganization to which may require Enhance is a party and for which approval of any adjustment stockholders of each Fixed Settlement RateEnhance is required, or with respect the sale or transfer of all or substantially all of the assets of Enhance; or (iv) there shall occur the voluntary or involuntary dissolution, liquidation or winding up of Enhance; then the Company shall promptly cause to be delivered to the nature Trustee and any applicable Paying Agent and filed at the office or extent agency maintained for the purpose of exchange of DECS at Maturity in the Borough of Manhattan, in The City of New York by the Trustee (or calculation of any such adjustment when madeapplicable Paying Agent), or with respect and shall promptly cause to be mailed to the method employed in making Holders of DECS at their last addresses as they shall appear upon the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and registration books of the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to Security Registrar, at least 10 days before the validity or value date hereinafter specified (or the kind earlier of the dates hereinafter specified, in the event that more than one is specified), a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or amount) grant of any shares rights or warrants, or, if a record is not to be taken, the date as of which the holders of Enhance Common StockStock of record to be entitled to such dividend, distribution or grant of rights or warrants are to be determined, or of any securities (y) the date, if known by the Company, on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or property, which may at winding up is expected to become effective. (c) On or prior to seven Business Days preceding the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure Stated Maturity of the DECS, the Company will provide notice to issuethe Holders of record of the DECS and to the Trustee and will publish a notice in a daily newspaper of national circulation stating whether the Company will deliver, transfer or deliver any shares of in accordance with Section 202, Enhance Common Stock pursuant to a Purchase Contract or to comply cash (or, in accordance with Section 204(b), cash or any other property or securities) upon the mandatory exchange of the duties, responsibilities or covenants principal amount of the DECS; PROVIDED, HOWEVER, in the event the Company contained in this Article 5intends to deliver cash, the Company shall have the right to require certification as to the domicile and residency of each beneficial holder of DECS, as a condition to delivery of such cash.

Notice of Adjustments and Certain Other Events. (a) Whenever the a Fixed Settlement Rates are Rate is adjusted as herein providedpursuant to Section 5.4(a), the Company shall, as soon as practicable within ten (10) Business Days following the occurrence of an the event that requires an such adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as reasonably practicable after becoming so aware) (or, in the case of a Spin-off, within ten (10) Business Days after the last Trading Day in the Spin-off Valuation Period): (i) compute each the adjusted applicable Fixed Settlement Rate Rates in accordance with Section 5.05 5.4 and prepare and transmit to the Stock Purchase Contract Agent an Officers’ Certificate setting forth each adjusted the Fixed Settlement RateRates, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Common Equity Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each the Fixed Settlement Rate Rates was determined and setting forth each the adjusted Fixed Settlement RateRates. (b) The Stock Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Common Equity Units to determine whether any facts exist which may require any adjustment of each the Fixed Settlement Rate, Rates or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Stock Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i5.5(a)(i) and any adjustment contained therein therein, and the Stock Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Stock Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Stock Purchase Contract; and the Stock Purchase Contract Agent makes no representation with respect thereto. The Stock Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Stock Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.V.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates Rate or Early Settlement Rate, as applicable, and the Applicable Closing Price are adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Rate or Early Settlement Rate, as applicable and Applicable Closing Price in accordance with Section 5.05 5.5 and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted Fixed the Settlement Rate or Early Settlement Rate, as applicable and the Applicable Closing Price, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate or Early Settlement Rate, as applicable and the Applicable Closing Price pursuant to Section 5.5 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate then or Early Settlement Rate, as applicable and the Applicable Closing Price was determined and setting forth each the adjusted Fixed Settlement Rate or Early Settlement Rate, as applicable and Applicable Closing Price. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate or Early Settlement Rate, as applicable or the Applicable Closing Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockOrdinary Shares, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Ordinary Shares pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate, Early Settlement Rate or Accelerated Settlement Rate, as applicable, is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each adjusted Fixed the Settlement Rate, Early Settlement Rate or Accelerated Settlement Rate, as applicable, and the Applicable Market Value in accordance with Section 5.05 5.4 and prepare and transmit to the Purchase Contract Agent an Officers’ Officer's Certificate setting forth each adjusted Fixed the Settlement RateRate and the Applicable Market Value, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the Settlement Rate, Early Settlement Rate or Accelerated Settlement Rate, as applicable, pursuant to Section 5.4 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units DECS of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate, Early Settlement Rate or Accelerated Settlement Rate, as applicable, and the Applicable Market Value was determined and setting forth each the adjusted Fixed Settlement Rate, Early Settlement Rate or Accelerated Settlement Rate, as applicable, and the Applicable Market Value. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of DECS to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, Early Settlement Rate or Accelerated Settlement Rate, as applicable, and the Applicable Market Value, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the any time be issued or delivered with respect to any Forward Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Forward Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Ratio or the Exchange Property is required to be adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Rate Ratio or Exchange Property in accordance with Section 5.05 this Article 4 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted Fixed the new Settlement RateRatio or the new composition of Exchange Property, as applicable, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) within ten Business Days following the occurrence of a Dilution Event, an Adjustment Event or a Reorganization Event, provide a written notice to the Holders of the Units Purchase Contracts of the occurrence of such event and a statement setting forth in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate Ratio or Exchange Property was determined and setting forth each the adjusted Fixed Settlement RateRatio or Exchange Property. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Purchase Contracts to determine whether any facts exist which may require any adjustment of each Fixed the Settlement RateRatio or Exchange Property, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of HRH Common Stock, Stock or of any securities or propertyother Exchange Property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of HRH Common Stock or other Exchange Property pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 54. (c) All calculations and determinations pursuant to this Article 4 shall be made by the Company or its agent and the Purchase Contract Agent shall have no responsibility with respect thereto.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Exchange Rate is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Exchange Rate in accordance with Section 5.05 1303 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each the adjusted Fixed Settlement Exchange Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based, which Officers’ Certificate shall be conclusive, final and binding evidence of the correctness of the adjustment, and file such certificate forthwith with the Trustee for the SAILS; and (ii) within 10 Business Days following the occurrence of an event that requires an adjustment to the Exchange Rate pursuant to Section 1303 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Trustee and to the Holders of the Units Outstanding SAILS of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement the Exchange Rate was determined and setting forth each adjusted Fixed Settlement Ratethe revised Exchange Rate per SAILS. (b) The Purchase Contract Agent shall not In case at any time be under while any duty of the SAILS are Outstanding the Company receives notice that: (i) INSO shall declare a dividend (or responsibility any other distribution) on or in respect of the INSO Common Stock to which Section 1303(a)(i) or (ii) shall apply (other than any Holder cash dividends and distributions, if any, paid from time to determine whether time by INSO that do not constitute Extraordinary Cash Dividends); (ii) INSO shall authorize the issuance to all stockholders of INSO Common Stock of rights or warrants to subscribe for or purchase shares of INSO Common Stock or of any facts exist other subscription rights or warrants; (iii) there shall occur any conversion or reclassification of INSO Common Stock (other than a subdivision or combination of outstanding shares of such INSO Common Stock) or any consolidation, merger or reorganization to which may require INSO is a party and for which approval of any adjustment stockholders of each Fixed Settlement RateINSO is required, or the sale or transfer of all or substantially all of the assets of INSO; or (iv) there shall occur the voluntary or involuntary dissolution, liquidation or winding up of INSO; then the Company shall promptly cause to be delivered to the Trustee and any applicable Paying Agent and filed at the office or agency maintained for the purpose of mandatory exchange or optional redemption of SAILS at Maturity in the Borough of Manhattan, in the City of New York by the Trustee (or any applicable Paying Agent), and shall promptly cause to be mailed to the Holders of SAILS at their last addresses as they shall appear upon the registration books of the Security Registrar, at least 10 days before the date hereinafter specified (or the earlier of the dates hereinafter specified, in the event that more than one is specified), an Officers’ Certificate stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or grant or rights or warrants, or, if a record is not to be taken, the date as of which the stockholders of INSO Common Stock of record to be entitled to such dividend, distribution or grant of rights or warrants are to be determined, or (y) the date, if known by the Company, on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective. (c) On or prior to seven Business Days preceding Final Maturity or any Optional Redemption Date, as the case may be, the Company will provide notice to the Holders of record of the SAILS and to the Trustee and will publish a notice in a daily newspaper of national circulation stating whether the Company has irrevocably elected to deliver INSO Common Stock pursuant to Section 1301(a) or (b), as the case may be, or cash pursuant to Section 1301(d) (or any other property or securities that may be delivered pursuant to Section 1303(b)) at Final Maturity or, with respect to SAILS called for redemption, on the nature or extent or calculation of any such adjustment when madeOptional Redemption Date, or with respect to as the method employed in making the same. case may be. (d) The Purchase Contract Agent shall be fully authorized and protected in relying Trustee may rely without inquiry on any Officers’ Certificate delivered or written notice furnished to it pursuant to this Section 5.06(a)(i) 1304 and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment or other event described herein unless and until it has shall have received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity Officers’ Certificate or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5notice.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are adjusted as herein provided, the Company Corporation shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company Corporation is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units and the Purchase Contract Agent of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate was determined and setting forth each adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of each Fixed Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificateOfficers’ Certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company Corporation to issue, transfer or deliver any shares of Common Stock Shares pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company Corporation contained in this Article 5.

Notice of Adjustments and Certain Other Events. (a1) Whenever the Fixed Settlement Rates are Exchange Rate is adjusted as herein provided, the Company MDC shall, : (a) forthwith as soon as practicable following compute the occurrence of an event that requires an adjustment pursuant new Exchange Rate referred to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 Sections 7.1, 7.2 or 7.3 hereof and prepare and transmit deliver to the Purchase Contract Agent an Officers’ Trustee a Certificate of MDC setting forth each the adjusted Fixed Settlement Exchange Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (iib) provide a written forthwith as soon as practicable after delivery of such Certificate of MDC give notice to the Holders of the Units outstanding Exchangeable Securities of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement the Exchange Rate was determined and setting forth each adjusted Fixed Settlement the revised Exchange Rate. (b2) If at any time while any of the Exchangeable Securities are outstanding MDC receives notice that it has been publicly announced by the Fund that any of the events which could result in an adjustment pursuant to Sections 7.1, 7.2 or 7.3 has occurred, or will occur, then MDC shall as soon as practicable deliver to the Trustee and to Holders a notice stating (x) the record date, if known by MDC, as of which the holders of Units to be entitled to such dividend, issue or distribution are to be determined, or (y) the date, if known by MDC, on which such subdivision, consolidation, reclassification or Reorganization Event is expected to become effective. (3) If a dispute shall at any time arise with respect to the adjustments provided for in Sections 7.1, 7.2 or 7.3, such dispute shall be conclusively determined by the Directors acting in good faith and any such determination, subject to the prior written consent of the TSX, shall be binding upon MDC, the Trustee and the Holders. (4) The Purchase Contract Agent Trustee, acting reasonably, may act and rely on any adjustment calculation provided by MDC pursuant to this Article 7. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of each Fixed Settlement Rate, or with respect contemplated by this Article 7. The Trustee shall not at any time be under any responsibility relating to the nature valid issuance or extent or calculation value of any such adjustment when madeshares, Units or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property, which may at the any time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 57.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Class A Exchange Ratio and Class B Exchange Ratio is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each adjusted Fixed Settlement Rate the Class A Exchange Ratio and Class B Exchange Ratio in accordance with Section 5.05 5.8 and prepare and transmit to the Purchase Contract SQUARZ Agent an Officers’ Officer's Certificate setting forth each the adjusted Fixed Settlement RateClass A Exchange Ratio and Class B Exchange Ratio, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the Class A Exchange Ratio and Class B Exchange Ratio pursuant to Section 5.8 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate the Class A Exchange Ratio and Class B Exchange Ratio was determined and setting forth each the adjusted Fixed Settlement RateClass A Exchange Ratio and Class B Exchange Ratio. (b) The Purchase Contract SQUARZ Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each Fixed Settlement Ratethe Class A Exchange Ratio and Class B Exchange Ratio, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract SQUARZ Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Berkshire Common Stock, or of any securities or property, which that may at the time be issued or delivered with respect to any Purchase ContractSQUARZ or Stripped SQUARZ; and the Purchase Contract SQUARZ Agent makes no representation with respect thereto. The Purchase Contract SQUARZ Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Berkshire Common Stock pursuant to a Purchase Contract SQUARZ or Stripped SQUARZ or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein providedprovided under Section 5.04(a), or the Settlement Rate is adjusted under Section 5.04(b), the Company shall, as soon as practicable shall within 10 Business Days following the occurrence of an event that requires an such adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as reasonably practicable after becoming so aware): (i) compute each the adjusted Fixed Settlement Rate or Settlement Rate, as the case may be, in accordance with Section 5.05 5.04 and prepare and transmit to the Stock Purchase Contract Agent an Officers’ Certificate setting forth each adjusted the Fixed Settlement Rate or Settlement Rate, as the case may be, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units Common SPACES of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each the Fixed Settlement Rate or Settlement Rate, as the case may be, was determined and setting forth each the adjusted Fixed Settlement Rate or Settlement Rate, as the case may be. (b) The Stock Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Common SPACES to determine whether any facts exist which may require any adjustment of each the Fixed Settlement Rate or Settlement Rate, as the case may be, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Stock Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i5.05(a)(i) and any adjustment contained therein and the Stock Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Stock Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Stock Purchase Contract; and the Stock Purchase Contract Agent makes no representation with respect thereto. The Stock Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Stock Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.V.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each adjusted Fixed the Settlement Rate in accordance with Section 5.05 5.6 and prepare and transmit to the Purchase Contract Agent an Officers’ Officer's Certificate setting forth each clause (a), (b) and (c) of the adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.6 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units Securities of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each clause (a), (b) and (c) of the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Exchange Rate for any series of MEDS is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Exchange Rate in accordance with Section 5.05 13.3 and prepare and transmit to a certificate signed by an officer of the Purchase Contract Agent an Officers’ Certificate Company setting forth each the adjusted Fixed Settlement Exchange Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based, which certificate shall be conclusive, final and binding evidence of the correctness of the adjustment, and file such certificate forthwith with the Trustee; and (ii) within 10 Business Days following the occurrence of an event that permits or requires an adjustment to the Exchange Rate pursuant to Section 13.3 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Trustee and to the Holders of the Units outstanding MEDS of the relevant series of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement the Exchange Rate was determined and setting forth each adjusted Fixed Settlement Ratethe revised Exchange Rate per MEDS of such series. (b) The Purchase Contract Agent shall not In case at any time be under while any duty of the MEDS of any series are outstanding the Company receives notice that: (i) an Exchange Issuer shall declare a dividend (or responsibility any other distribution) on or in respect of the Exchange Issuer Securities to which Section 13.3(a)(i) or (ii) shall apply (other than any Holder cash dividends and distributions, if any, paid from time to determine whether time by such Exchange Issuer that do not constitute Extraordinary Cash Dividends); (ii) an Exchange Issuer shall authorize the issuance to all holders of Exchange Issuer Securities of rights or warrants to subscribe for or purchase Exchange Issuer Securities or of any facts exist other subscription rights or warrants; (iii) there shall occur any conversion or reclassification of Exchange Issuer Securities (other than a subdivision or combination of outstanding shares of such Exchange Issuer Securities) or any consolidation, merger or reorganization to which may require such Exchange Issuer is a party and for which approval of any adjustment securityholders of each Fixed Settlement Ratesuch Exchange Issuer is required, or with respect the sale or transfer of all or substantially all of the assets of an Exchange Issuer; or (iv) there shall occur the voluntary or involuntary dissolution, liquidation or winding up of an Exchange Issuer; then the Company shall promptly cause to be delivered to the nature Trustee and any applicable paying agent and filed at the office or extent agency maintained for the purpose of exchanging the MEDS of the relevant series at Maturity in the Borough of Manhattan, in The City of New York by the Trustee (or calculation any applicable paying agent), and shall promptly cause to be mailed to the Holders of MEDS of the relevant series at their last addresses as they shall appear upon the registration books of the Trustee (or any applicable note registrar), at least 10 days before the date hereinafter specified (or the earlier of the dates hereinafter specified, in the event that more than one is specified), a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or grant of rights or warrants, or, if a record is not to be taken, the date as of which the holders of the Exchange Issuer Securities of record to be entitled to such dividend, distribution or grant of rights or warrants are to be determined, or (y) the date, if known by the Company, on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective. (c) On or prior to seven Business Days preceding the Stated Maturity of the MEDS of any such adjustment when madeseries, or with respect the Company will provide notice to the method employed Holders of record of the MEDS of such series and to the Trustee and will provide such other notice as specified in making the same. The Purchase Contract Agent shall applicable Prospectus Supplement stating whether the Company has irrevocably elected to deliver Exchange Issuer Securities or cash (or any other property or securities that may be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i13.3(b)) and any adjustment contained therein and upon the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure mandatory exchange of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any principal amount of the duties, responsibilities or covenants MEDS of the Company contained such series in this Article 5accordance with Section 13. 1.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Exchange Rate for any series of MEDS is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Exchange Rate in accordance with Section 5.05 13.3 and prepare and transmit to a certificate signed by an officer of the Purchase Contract Agent an Officers’ Certificate Company setting forth each the adjusted Fixed Settlement Exchange Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based, which certificate shall be conclusive, final and binding evidence of the correctness of the adjustment, and file such certificate forthwith with the Trustee; and (ii) within 10 Business Days following the occurrence of an event that permits or requires an adjustment to the Exchange Rate pursuant to Section 13.3 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Trustee and to the Holders of the Units outstanding MEDS of the relevant series of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement the Exchange Rate was determined and setting forth each adjusted Fixed Settlement Ratethe revised Exchange Rate per MEDS of such series. (b) The Purchase Contract Agent shall not In case at any time be under while any duty of the MEDS of any series are outstanding the Company receives notice that: (i) an Exchange Issuer shall declare a dividend (or responsibility any other distribution) on or in respect of the Exchange Issuer Securities to which Section 13.3(a)(i) or (ii) shall apply (other than any Holder cash dividends and distributions, if any, paid from time to determine whether time by such Exchange Issuer that do not constitute Extraordinary Cash Dividends); (ii) an Exchange Issuer shall authorize the issuance to all holders of Exchange Issuer Securities of rights or warrants to subscribe for or purchase Exchange Issuer Securities or of any facts exist other subscription rights or warrants; (iii) there shall occur any conversion or reclassification of Exchange Issuer Securities (other than a subdivision or combination of outstanding shares of such Exchange Issuer Securities) or any consolidation, merger or reorganization to which may require such Exchange Issuer is a party and for which approval of any adjustment securityholders of each Fixed Settlement Ratesuch Exchange Issuer is required, or with respect the sale or transfer of all or substantially all of the assets of an Exchange Issuer; or (iv) there shall occur the voluntary or involuntary dissolution, liquidation or winding up of an Exchange Issuer; then the Company shall promptly cause to be delivered to the nature Trustee and any applicable paying agent and filed at the office or extent agency maintained for the purpose of exchanging the MEDS of the relevant series at Maturity in the Borough of Manhattan, in The City of New York by the Trustee (or calculation any applicable paying agent), and shall promptly cause to be mailed to the Holders of MEDS of the relevant series at their last addresses as they shall appear upon the registration books of the Trustee (or any applicable note registrar), at least 10 days before the date hereinafter specified (or the earlier of the dates hereinafter specified, in the event that more than one is specified), a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or grant of rights or warrants, or, if a record is not to be taken, the date as of which the holders of the Exchange Issuer Securities of record to be entitled to such dividend, distribution or grant of rights or warrants are to be determined, or (y) the date, if known by the Company, on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective. (c) On or prior to seven Business Days preceding the Stated Maturity of the MEDS of any such adjustment when madeseries, or with respect the Company will provide notice to the method employed Holders of record of the MEDS of such series and to the Trustee and will provide such other notice as specified in making the same. The Purchase Contract Agent shall applicable Prospectus Supplement stating whether the Company has irrevocably elected to deliver Exchange Issuer Securities or cash (or any other property or securities that may be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i13.3(b)) and any adjustment contained therein and upon the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure mandatory exchange of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any principal amount of the duties, responsibilities or covenants MEDS of the Company contained such series in this Article 5accordance with Section 13.1.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Rate in accordance with Section SECTION 5.05 and prepare and transmit to the Purchase Contract Warrant Agent an Officers’ ' Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to SECTION 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units Securities of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Warrant Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the samesame or with respect to any other calculation made pursuant to this ARTICLE 5. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Warrant Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase ContractWarrant; and the Purchase Contract Warrant Agent makes no representation with respect thereto. The Purchase Contract Warrant Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract Warrant or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Rate in accordance with Section 5.05 5.6 and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.6 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units Securities of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.be

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate or Early Settlement Rate, as applicable, is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each adjusted Fixed the Settlement Rate or Early Settlement Rate, as applicable, and the Applicable Market Value in accordance with Section 5.05 5.6 and prepare and transmit to the Purchase Contract Agent an Officers’ Officer's Certificate setting forth each adjusted Fixed the Settlement RateRate and the Applicable Market Value, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the Settlement Rate or Early Settlement Rate, as applicable, pursuant to Section 5.6 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Equity Units and Stripped Equity Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate or Early Settlement Rate, as applicable, and the Applicable Market Value was determined and setting forth each the adjusted Fixed Settlement Rate or Early Settlement Rate, as applicable, and the Applicable Market Value. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Equity Units and Stripped Equity Units to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate or Early Settlement Rate, as applicable, and the Applicable Market Value, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the any time be issued or delivered with respect to any Forward Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Forward Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each adjusted Fixed the Settlement Rate in accordance with Section 5.05 5.06 and prepare and transmit to the Purchase Contract Agent Agent, within ten Business Days following the occurrence of any event that requires an Officers’ adjustment to the Settlement Rate pursuant to Section 5.06, an Officer's Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.06 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units Securities of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable shall within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.05 5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each the adjusted Fixed Settlement Rate in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ ' Certificate delivered pursuant to Section 5.06(a)(i5.05(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockOrdinary Shares, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Ordinary Shares pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate was determined and setting forth each adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of each Fixed Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i5.05(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein providedprovided under Section 5.04(a), or the Settlement Rate is adjusted under Section 5.04(b), the Company shall, as soon as practicable shall within 10 Business Days following the occurrence of an event that requires an such adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as reasonably practicable after becoming so aware): (i) compute each the adjusted Fixed Settlement Rate or Settlement Rate, as the case may be, in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted the Fixed Settlement Rate or Settlement Rate, as the case may be, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each the Fixed Settlement Rate or Settlement Rate, as the case may be, was determined and setting forth each the adjusted Fixed Settlement Rate or Settlement Rate, as the case may be. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each the Fixed Settlement Rate or Settlement Rate, as the case may be, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ ' Certificate delivered pursuant to Section 5.06(a)(i5.05(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Exchange Ratio is adjusted as herein providedprovided or an Adjustment Event occurs, the Company shallshall forthwith compute the adjusted Exchange Ratio (or Transaction Value) in accordance with Section 205 and prepare an Officers' Certificate signed by an officer of the Company setting forth the adjusted Exchange Ratio (or Transaction Value), as soon as practicable the method of calculation thereof in reasonable detail and the facts requiring such adjustment and upon which such adjustment is based, which certificate shall be conclusive, final and binding evidence of the correctness of the adjustment, and file such certificate forthwith with the Trustee. (b) Within 10 Business Days following the occurrence of an event that permits or requires an adjustment to the Exchange Ratio pursuant to Section 5.05 205(a) (each, a "Dilution Event") or an Adjustment Event that permits or requires a change in the consideration to be received by Holders pursuant to Section 205(b) (or, in either case, if the Company is not aware of such occurrence, as soon as practicable after becoming becoming, so aware): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) Company shall provide a written notice to the Trustee and any applicable Paying Agent and filed at the office or agency maintained for the purpose of exchange of PIES at Maturity in the Borough of Manhattan, in The City of New York by the Trustee (or any applicable Paying Agent), and shall promptly cause to be mailed to the Holders of PIES at their last addresses as they shall appear upon the Units registration books of the Security Registrar, at least 10 days before the date hereinafter specified (or the earlier of the dates hereinafter specified, in the event that more than one is specified) a notice of the occurrence of such event and Dilution Event or Adjustment Event including: (i) a statement in reasonable detail setting forth the method by which the any adjustment to each Fixed Settlement Rate the Exchange Ratio or change in the consideration to be received was determined and setting forth each adjusted Fixed Settlement Ratethe revised Exchange Ratio or consideration, as the case may be, per PIES, PROVIDED, THAT, in respect of any adjustment to the Maturity Price, such notice need only disclose the factor by which the Maturity Price is to be multiplied pursuant to Section 205(a)(iii) in order to determine which clause of the definition of the Exchange Ratio will apply at Maturity, it being understood that, until Maturity, the Exchange Ratio itself cannot be determined; and (ii) either (x) the date on which a record is to be taken for the purpose of the relevant distribution or grant of rights or warrants, or, if a record is not to be taken, the date as of which the holders of record of Vodafone ADRs or Vodafone Ordinary Shares, as the case may be, to be entitled to such distribution or grant of rights or warrants are to be determined, or (y) the date, if known by the Company, on which the relevant reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective. Following any Adjustment Event, the provisions of this paragraph (b) shall apply with respect to any Reported Securities in the same manner as with respect to Vodafone, the Vodafone ADRs and the Vodafone Ordinary Shares. (c) On or prior to the twenty-first Business Day preceding the Stated Maturity of the PIES, the Company will provide notice to the Holders of record of the PIES and to the Trustee and will publish a notice in a daily newspaper of national circulation in each of the United States and the United Kingdom stating whether the Company will deliver, in accordance with Section 202, Vodafone ADRs, cash (and/or, in accordance with Section 205(b), cash or Reported Securities) or a combination thereof upon the mandatory exchange of the principal amount of the PIES and, if a combination of cash or such securities, the relative proportion of each. After the close of business on the Business Day immediately preceding the Stated Maturity of the PIES, the Company shall notify the Trustee in writing of the number of Vodafone ADRs and/or Reported Securities, or the amount of cash, to be delivered per PIES. (d) An election pursuant to the first paragraph of Section 204 will be effective if, not less than twenty-one Business Days nor more than sixty Business Days preceding the Stated Maturity of the PIES, the Company provides notice to Holders of record of the PIES and to the Trustee and publishes a notice in a daily newspaper of national circulation in each of the United States and the United Kingdom stating the Company's election to extend the Maturity of the PIES to February 15, 2003 or May 15, 2003, as the case may be, in accordance with Section 204, subject, in either case, to Post-Extension Termination in accordance with Section 204. (e) An election pursuant to the second paragraph of Section 204 will be effective if (subject to satisfaction of any additional conditions set forth in Section 204), not less than twenty-one Business Days nor more than thirty Business Days preceding the anticipated settlement date of a Refinancing Offer, the Company (i) gives notice to the Holders of record of the PIES (a) of the Company's intention to launch and consummate a Refinancing Offer and of such anticipated settlement date and (b) that, pursuant to the terms described herein, the PIES will be terminated and repurchased by Company on the anticipated settlement date of the Refinancing Offer and (ii) simultaneously with giving such notice, gives notice to The Purchase Contract Agent shall Depository Trust Company and the Trustee and publishes a notice in a daily newspaper of national circulation in each of the United States and the United Kingdom stating whether the principal amount of each PIES will be exchanged for Vodafone Ordinary Shares, cash or a combination thereof and, if a combination of cash and shares, the relative proportions thereof. (f) If Vodafone Ordinary Shares cease to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by Vodafone, or Vodafone ADRs cease to be listed on the NYSE (and are not at any that time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of each Fixed Settlement Ratelisted on another United States national securities exchange), or with respect all references in this Supplemental Indenture to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not Vodafone ADRs will be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect been replaced by a reference to the validity or value number of Vodafone Ordinary Shares corresponding to the Vodafone ADRs on the last day on which the Vodafone ADRs were traded on the NYSE (or as adjusted, pursuant to the kind or amount) provisions of any shares of Common StockSection 205, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure other property the Vodafone ADRs represented as if the other property had been distributed to holders of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Vodafone ADRs on that day).

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Exchange Rate is adjusted as herein providedprovided or an Adjustment Event occurs, the Company shall: (i) forthwith compute the adjusted Exchange Rate (or Transaction Value) in accordance with Section 2.04 and prepare a certificate signed by an officer of the Company setting forth the adjusted Exchange Rate (or Transaction Value), as soon as practicable the method of calculation thereof in reasonable detail and the facts requiring such adjustment and upon which such adjustment is based, which certificate shall be conclusive, final and binding evidence of the correctness of the adjustment, and file such certificate forthwith with the Trustee; and (ii) within ten Business Days following the occurrence of a Dilution Event or an event Adjustment Event that permits or requires an adjustment a change in the consideration to be received by holders pursuant to Section 5.05 2.04(b) (or or, in either case, if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted Fixed Settlement Rate), the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders Trustee and to the holders of the Units outstanding SAILS of the occurrence of such event and Dilution Event or Adjustment Event, including a statement in reasonable detail setting forth the method by which the any adjustment to each Fixed Settlement the Exchange Rate or change in the consideration to be received was determined and setting forth each adjusted Fixed Settlement Ratethe revised Exchange Rate or consideration, as the case may be, per SAILS; provided, however, that in respect of any adjustment to the Maturity Price, such notice need only disclose the factor by which the Maturity Price is to be multiplied pursuant to the last paragraph of Section 2.04(a) in order to determine which clause of the definition of the Exchange Rate will apply at maturity, it being understood that, until maturity, the Exchange Rate itself cannot be determined. (b) The Purchase Contract Agent shall not In case at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of each Fixed Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with while any of the duties, responsibilities SAILS are outstanding the Company receives notice that: (i) IBC shall declare a dividend (or covenants any other distribution) on or in respect of the Company contained in this Article 5.IBC Common Stock to which Section 2.04(a)(i) or (ii) shall apply (other than any cash dividends and distributions, if any, paid from time to time by IBC that constitute Ordinary Cash Dividends);

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Rate in accordance with Section 5.05 SECTION 5.06 and prepare and transmit to the Purchase Contract Warrant Agent an Officers’ ' Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to SECTION 5.06 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units Securities of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Warrant Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the samesame or with respect to any other calculation made pursuant to this ARTICLE 5. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Warrant Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase ContractWarrant; and the Purchase Contract Warrant Agent makes no representation with respect thereto. The Purchase Contract Warrant Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract Warrant or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are adjusted as herein provided, the Company shall, as soon as practicable shall within 10 Business Days following the occurrence of an event that requires an adjustment to each Fixed Settlement Rate pursuant to Section 5.05 5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate was determined and setting forth each adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each Fixed Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i5.05(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Exchange Rate is adjusted as herein providedprovided or an Adjustment Event occurs, the Company shall: (i) forthwith compute the adjusted Exchange Rate (or Transaction Value) in accordance with Section 2.04 and prepare a certificate signed by an officer of the Company setting forth the adjusted Exchange Rate (or Transaction Value), as soon as practicable the method of calculation thereof in reasonable detail and the facts requiring such adjustment and upon which such adjustment is based, which certificate shall be conclusive, final and binding evidence of the correctness of the adjustment, and file such certificate forthwith with the Trustee; and (ii) within ten Business Days following the occurrence of a Dilution Event or an event Adjustment Event that permits or requires an adjustment a change in the consideration to be received by holders pursuant to Section 5.05 2.04(b) (or or, in either case, if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted Fixed Settlement Rate), the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders Trustee and to the holders of the Units outstanding SAILS of the occurrence of such event and Dilution Event or Adjustment Event, including a statement in reasonable detail setting forth the method by which the any adjustment to each Fixed Settlement the Exchange Rate or change in the consideration to be received was determined and setting forth each adjusted Fixed Settlement Ratethe revised Exchange Rate or consideration, as the case may be, per SAILS; provided, however, that in respect of any adjustment to the Maturity Price, such notice need only disclose the factor by which the Maturity Price is to be multiplied pursuant to the last paragraph of Section 2.04(a) in order to determine which clause of the definition of the Exchange Rate will apply at maturity, it being understood that, until maturity, the Exchange Rate itself cannot be determined. (b) The Purchase Contract Agent shall not In case at any time be under while any duty of the SAILS are outstanding the Company receives notice that: (i) IBC shall declare a dividend (or responsibility any other distribution) on or in respect of the IBC Common Stock to which Section 2.04(a)(i) or (ii) shall apply (other than any Holder cash dividends and distributions, if any, paid from time to determine whether time by IBC that constitute Ordinary Cash Dividends); (ii) IBC shall authorize the issuance to all holders of IBC Common Stock of rights or warrants to subscribe for or purchase shares of IBC Common Stock or of any facts exist other subscription rights or warrants (other than rights or warrants described in Section 2.04(a)(iii)); (iii) there shall occur any conversion or reclassification of IBC Common Stock (other than a subdivision or combination of such outstanding shares of IBC Common Stock) or any consolidation, merger or reorganization to which may require IBC is a party and for which approval of any adjustment stockholders of each Fixed Settlement RateIBC is required, or with respect the sale or transfer of all or substantially all of the assets of IBC; or (iv) there shall occur the voluntary or involuntary dissolution, liquidation or winding up of IBC; then the Company shall promptly cause to be delivered to the nature Trustee and any applicable Paying Agent and filed at the office or extent or calculation agency maintained for the purpose of any such adjustment when madeexchange of SAILS at maturity, or with respect and shall promptly cause to be mailed to the method employed in making holders of SAILS at their last addresses as they shall appear upon the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and registration books of the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to Securities registrar, at least ten days before the validity or value date hereinafter specified (or the kind earlier of the dates hereinafter specified, in the event that more than one is specified), a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or amount) grant of any shares rights or warrants or, if a record is not to be taken, the date as of which the holders of IBC Common StockStock of record to be entitled to such dividend, distribution or grant of rights or warrants are to be determined, or (y) the date, if known by the Company, on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective. Following any Adjustment Event, the provisions of any securities or property, which may at the time be issued or delivered this paragraph (b) shall apply with respect to any Purchase Contract; Reported Securities in the same manner as with respect to IBC and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure IBC Common Stock. (c) On or prior to the fourth Business Day preceding the Stated Maturity of the SAILS, the Company shall provide notice to issuethe holders of record of the SAILS and to the Trustee and will publish a notice in a daily newspaper of national circulation stating whether the Company will deliver, transfer or deliver any in accordance with Section 2.02, shares of IBC Common Stock pursuant to a Purchase Contract or to comply cash (and/or, in accordance with any Section 2.04(b), cash or Reported Securities) upon the mandatory exchange of the duties, responsibilities or covenants principal amount of the SAILS; provided, however, in the event the Company contained intends to deliver cash, the Company shall have the right to require certification as to the domicile and residency of each beneficial holder of SAILS, as a condition to delivery of such cash. After the close of business on the Business Day immediately preceding the Stated Maturity of the SAILS, the Company shall notify the Trustee in this Article 5writing of the number of shares of IBC Common Stock and/or Reported Securities, or the amount of cash to be paid per SAILS.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are adjusted as herein provided, or the Variable-Share Settlement Rate is fixed pursuant to Section 5.1(c), the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each adjusted Fixed the Settlement Rate Rates in accordance with Section 5.05 5.6 or, in the case of the Fixed Variable-Share Settlement Rate, in accordance with the Fixing Formula and prepare and transmit to the Purchase Contract Agent an Officers’ and the Collateral Agent a Company Certificate setting forth each adjusted the Settlement Rates or the Fixed Variable-Share Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is basedbased (which Company Certificate, in the case of the fixing of the Variable-Share Settlement Rate, shall be delivered by such time and date as specified in Section 5.1(c)); and (ii) as soon as practicable following the occurrence of an event that requires or permits an adjustment to the Settlement Rates pursuant to Section 5.6 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware) or following the fixing of the Variable-Share Settlement Rate, provide a written notice to the Holders of the Units Securities of the occurrence of such event and a statement setting forth in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rates was determined or the Variable-Share Settlement Rate was determined fixed and setting forth each the adjusted Settlement Rates or the Fixed Variable-Share Settlement Rate. (b) Upon the occurrence of an event that requires or permits an adjustment to the Settlement Rates pursuant to Section 5.6, the Company, in consultation with the Collateral Agent, will determine whether, as a result of such adjustments, a Collateral Insufficiency exists. The Purchase Contract Company shall specify in any Company Certificate delivered pursuant to Section 5.7(a)(i) whether a Collateral Insufficiency exists. If the Company determines that a Collateral Insufficiency exists, the Company and the Collateral Agent will take such steps as provided for in Section 4.5(c) of the Pledge Agreement. (c) The Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of each Fixed the Settlement RateRates, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; , and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are adjusted as herein provided, the Company shall, as soon as practicable shall within 10 Business Days following the occurrence of an event that requires an adjustment to each Fixed Settlement Rate pursuant to Section 5.05 5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate was determined and setting forth each adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each Fixed Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i5.05(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates Rate or Early Settlement Rate, as applicable, and the Applicable Closing Price are adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Rate or Early Settlement Rate, as applicable and Applicable Closing Price in accordance with Section 5.05 5.5 and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted Fixed the Settlement Rate or Early Settlement Rate, as applicable and the Applicable Closing Price, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate or Early Settlement Rate, as applicable and the 49 Applicable Closing Price pursuant to Section 5.5 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units PIES of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate then or Early Settlement Rate, as applicable and the Applicable Closing Price was determined and setting forth each the adjusted Fixed Settlement Rate or Early Settlement Rate, as applicable and Applicable Closing Price. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of PIES to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate or Early Settlement Rate, as applicable or the Applicable Closing Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable Issuers shall within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.05 5.4 (or if the Company is Issuers are not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each the adjusted Fixed Settlement Rate in accordance with Section 5.05 5.4 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i5.5(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company Issuers to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company Issuers contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Exchange Rate is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Exchange Rate in accordance with Section 5.05 1403 and prepare and transmit to a certificate signed by an officer of the Purchase Contract Agent an Officers’ Certificate Company setting forth each the adjusted Fixed Settlement Exchange Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based, which certificate shall be conclusive, final and binding evidence of the correctness of the adjustment, and file such certificate forthwith with the Trustee for the Exchangeable Notes; and (ii) within 10 Business Days following the occurrence of an event that permits or requires an adjustment to the Exchange Rate pursuant to Section 1403 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Trustee and to the Holders of the Units Outstanding Exchangeable Notes of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement the Exchange Rate was determined and setting forth each adjusted Fixed Settlement Ratethe revised Exchange Rate per Exchangeable Note. (b) The Purchase Contract Agent shall not In case at any time be under while any duty of the Exchangeable Notes are outstanding the Company receives notice that: (i) EOG shall declare a dividend (or responsibility any other distribution) on or in respect of the EOG Common Stock to which Section 1403(a)(i) or (ii) shall apply (other than any Holder cash dividends and distributions, if any, paid from time to determine whether time by EOG that do not constitute Extraordinary Cash Dividends); (ii) EOG shall authorize the issuance to all holders of EOG Common Stock of rights or warrants to subscribe for or purchase shares of EOG Common Stock or of any facts exist other subscription rights or warrants; (iii) there shall occur any conversion or reclassification of EOG Common Stock (other than a subdivision or combination of outstanding shares of such EOG Common Stock) or any consolidation, merger or reorganization to which may require EOG is a party and for which approval of any adjustment stockholders of each Fixed Settlement RateEOG is required, or with respect the sale or transfer of all or substantially all of the assets of EOG; or (iv) there shall occur the voluntary or involuntary dissolution, liquidation or winding up of EOG; then, the Company shall promptly cause to be delivered to the nature Trustee and any applicable Paying Agent and filed at the office or extent agency maintained for the purpose of exchange of Exchangeable Notes at Maturity in the Borough of Manhattan, in The City of New York by the Trustee (or calculation any applicable Paying Agent), and shall promptly cause to be mailed to the Holders of any Exchangeable Notes at their last addresses as they shall appear upon the registration books of the Securities Registrar, at least 10 days before the date hereinafter specified (or the earlier of the dates hereinafter specified, in the event that more than one is specified), a notice stating (x) the date on which a record is to be taken for the purpose of such adjustment when madedividend, distribution or grant of rights or warrants, or, if a record is not to be taken, the date as of which the holders of EOG Common Stock of record to be entitled to such dividend, distribution or grant of rights or warrants are to be determined, or with respect (y) the date, if known by the Company, on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective. (c) In the method employed in making event that the same. The Purchase Contract Agent shall Company elects to deliver cash (or any other property or securities that may be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i1403(b)) upon the mandatory exchange of the principal amount of the Exchangeable Notes in accordance with Section 1401, on or prior to seven Business Days preceding the Stated Maturity of the Exchangeable Notes, the Company will notify the Trustee and any adjustment contained therein and will publish a notice in a daily newspaper of national circulation stating that the Purchase Contract Agent shall not be deemed Company has elected to have knowledge deliver cash in lieu of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of EOG Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 and prepare and transmit to the Purchase Contract Agent an Officers’ Officer’s Certificate setting forth each adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate was determined and setting forth each adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of each Fixed Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Officer’s Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein providedprovided or the Settlement Rate is fixed pursuant to Section 5.1(f), the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each adjusted Fixed the Settlement Rate and the Applicable Market Value in accordance with Section 5.05 5.6 or in the case of a fixing of the Settlement Rate pursuant to Section 5.1(f) and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted the Settlement Rate and the Applicable Market Value or the Fixed Settlement Rate, as the case may be, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is basedbased (which Officers' Certificate, in the case of the fixing of the Settlement Rate pursuant to Section 5.1(f) shall be delivered by such time and date as specified in Section 5.1(f)); and (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.6 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units Agent of the occurrence of such event and a statement setting forth in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate and the Applicable Market Value or the Settlement Rate was fixed was determined and setting forth each the adjusted Settlement Rate and the Applicable Market Value or the Fixed Settlement Rate, as the case may be. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each Fixed the Settlement RateRate and the Applicable Market Value, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockOrdinary Shares, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; , and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Ordinary Shares pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware): (i) compute each adjusted Fixed Settlement Rate in accordance with Section 5.05 and prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth each adjusted Fixed Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate was determined and setting forth each adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment of each Fixed Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.06(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.V.

Notice of Adjustments and Certain Other Events. (a) Whenever the Fixed Settlement Rates are Rate is adjusted as herein provided, the Company shall, as soon as practicable following the occurrence of an event that requires an adjustment pursuant to Section 5.05 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):: (i) forthwith compute each the adjusted Fixed Settlement Rate in accordance with Section 5.05 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’ ' Certificate setting forth each adjusted Fixed the Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) within 10 Business Days following the occurrence of an event that requires an adjustment to the Settlement Rate pursuant to Section 5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the Units Securities of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed the Settlement Rate was determined and setting forth each the adjusted Fixed Settlement Rate. (b) The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of each Fixed the Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ ' Certificate delivered pursuant to Section 5.06(a)(i5.04(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5Article.