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

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

Effect of Reclassification, Consolidation, Merger or Sale. Upon In the occurrence event of (i) any reclassification or change of the outstanding shares of Common Shares Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or changes as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (ii) any consolidation, merger or combination involving the Company, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person or any other Personstatutory share exchange, in each case as a result of which holders of the Company’s Common Shares shall Stock would be entitled to receive cashconverted into, securities or exchanged for, stock, other securities, other property with respect to or in exchange for such Common Shares assets (including cash or any combination thereof) (any such event a “Merger Reorganization Event”), then: (a) The the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 9.01(b) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 1513 and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Reorganization Event, the Reference Property includes shares of stock or other securities and assets of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, including to the extent required by the Board of Directors and practicable, practicable the provisions providing for the purchase rights set forth in Article 16 and Article 17 14 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.0613.05, the Company shall promptly file with the Trustee an Officers’ Officer’s Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Notwithstanding the provisions of Section 15.02(b13.05(a), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Reorganization Event, (i) the right to convert each $1,000 principal amount of Notes into cash, Common Shares or a combination of cash and Common Shares at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash, by reference to the kind and amount of shares of stockcash, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Shares Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed such that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Shares” shall be deemed at from and after the effective time of such Merger Event transaction, a Noteholder will be entitled thereafter to be references to “convert its Notes into the Last Reported Sale Price of a unit same type (and in the same proportion) of Reference Property comprised Property. For purposes of determining the kind constitution of Reference Property, the type and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) consideration that a holder of one Common Share immediately prior to such Merger Event Stock would have owned or been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyances of property or assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based on in part upon any form of stockholder election) will be deemed to be the Weighted Average Consideration.” weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any Merger Event such transaction unless its terms are consistent with this Section 15.06the preceding. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, Common Shares or a combination in accordance with the provisions of cash and Common Shares, as applicable, as set forth in Section 15.01 and Section 15.02 Article 13 hereof prior to the effective date of such Merger Eventdate. (c) With respect The Company shall cause notice of the execution of such supplemental indenture to be mailed to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference PropertyNoteholder, at his address appearing on the Company’s electionNote Register provided for in this Indenture, in accordance with Section 15.02(bwithin twenty (20) as follows: (i) (A) if days after execution thereof. Failure to deliver such notice shall not affect the Company elects to satisfy its Conversion Obligation in respect legality or validity of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; and (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the Observation Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(c)(v) (provided that the amount of such cash shall be determined as if references in such Section to “Daily VWAP of the Common Shares” were instead a reference to “the daily volume-weighted average price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”)supplemental indenture. (iiid) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. (iv) For purposes above provisions of this Section 15.06, the “Weighted Average Consideration” 13.05 shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Shares entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares in any Merger Event who affirmatively make such an electionsuccessive Reorganization Events.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any reclassification or change of the outstanding shares of Common Shares Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), (ii) any consolidation, merger or combination involving the Company, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Shares Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares Stock (any such event a “Merger Event”), then: (a) The the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(f) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests inter- ests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, including to the extent required by the Board of Directors and practicable, practicable the provisions providing for the purchase repurchase rights set forth in Article 16 and Article 17 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons thereforetherefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within 20 twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Notwithstanding the provisions of Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, shares of Common Shares Stock or a combination of cash and shares of Common Shares Stock at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Shares Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common SharesStock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Shares Stock or a combination of cash and shares of Common SharesStock, as applicable, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property, at the Company’s election, in accordance with Section 15.02(b) as follows: (i) (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect re- spect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 20 thirty consecutive Trading Days during the related Observation Cash Settlement Averaging Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common SharesStock” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; and (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 thirty consecutive Trading Days during the Observation Cash Settlement Averaging Period for such Note, such Daily Settlement Values Amounts determined as if the reference to “the Daily VWAP of the Common SharesStock” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(c)(v15.02(l) (provided that the amount of such cash shall be determined as if references in such Section to “Daily VWAP the Last Reported Sale Price of the Common SharesStock” were instead a reference to “the daily volume-weighted average price Last Reported Sale Price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Cash Settlement Averaging Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Shares Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares Stock in any Merger Event who affirmatively make such an election.

Effect of Reclassification, Consolidation, Merger or Sale. Upon In the occurrence event of (i) any reclassification (including, without limitation, a reclassification effected by means of an exchange or tender offer by the Company or any Subsidiary) or change of the outstanding Common Shares Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (ii) any consolidation, merger or combination involving of the Company, Company with another corporation as a result of which holders of Common Stock shall be entitled to receive securities or other Property (including cash) with respect to or in exchange for Common Stock or (iii) any sale or conveyance of all or substantially all of the property and assets Property of the Company as, or substantially as, an entirety to any other Person, in each case corporation as a result of which holders of Common Shares Stock shall be entitled to receive cash, securities or other property Property (including cash) with respect to or in exchange for such Common Shares (any such event a “Merger Event”)Stock, then: (a) The then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee enter into a supplemental indenture providing that each Note shall be convertible into the kind and amount of securities or other Property (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance which shall comply with the Trust Indenture Act as in force at the date of execution Holder of such supplemental indenture Note would have received if such supplemental indenture is then required Note had been converted immediately prior to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes as set forth in this Indenturesuch reclassification, change, consolidation, merger, combination, sale or conveyance. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 1510. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, to the extent required by the Board of Directors and practicable, the provisions providing for the purchase rights set forth in Article 16 and Article 17 herein. In the event the Company shall execute Whenever a supplemental indenture pursuant to this Section 15.06is entered into as provided herein, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers’ ' Certificate briefly stating setting forth a brief statement of the reasons thereforefacts requiring such supplemental indenture. Promptly after delivery of such Officers' Certificate, the kind Company shall give or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment cause to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof given to all Noteholders. The Company shall cause each Holder a notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within 20 days after execution thereofindenture. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Notwithstanding the The provisions of Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, Common Shares or a combination of cash and Common Shares at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of Common Shares equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Shares” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, Common Shares or a combination of cash and Common Shares, as applicable, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property, at the Company’s election, in accordance with Section 15.02(b) as follows: (i) (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; and (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the Observation Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(c)(v) (provided that the amount of such cash shall be determined as if references in such Section to “Daily VWAP of the Common Shares” were instead a reference to “the daily volume-weighted average price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” 10.5 shall mean the weighted average similarly apply to all successive events of the types and amounts of consideration received by the holders of the Common Shares entitled to receive cash, securities or other property or assets with respect to or type described in exchange for such Common Shares in any Merger Event who affirmatively make such an electionthis Section 10.5.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of of: (i) any recapitalization, reclassification or change of the outstanding Common Shares Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), ; (ii) any consolidation, merger merger, combination or combination similar transaction involving the Company, or ; (iii) any sale sale, lease or conveyance of all or substantially all other transfer to a third party of the property and assets of the Company to and the Company’s Subsidiaries substantially as an entirety; or (iv) any other Person, statutory share exchange; in each case as a result of pursuant to which holders of Common Shares Stock shall be entitled to receive cashconverted into, or exchanged for, stock, securities or other property with respect to or in exchange for such Common Shares assets (including cash or any combination thereof) (any such event a “Merger Event”), then: (a) The the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(b) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale sale, conveyance, transfer, lease or conveyanceother disposition, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes Noteholders as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, including to the extent required by the Board of Directors and practicable, practicable the provisions providing for the purchase repurchase rights set forth in Article 16 and Article 17 19 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cashstock, securities or other property or asset assets (including cash or any combination thereof) that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Notwithstanding the provisions of Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, : (i) the right to convert each $1,000 principal amount of Notes into cash, shares of Common Shares Stock or a combination of cash and shares of Common Shares at the Company’s election as set forth in Section 15.02 Stock will be changed to a right to convert such Note into cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Shares Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) ), or a combination of cash and Reference Property at the Company’s election and Property; and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) belowSection 15.06(c), it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common SharesStock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive (based on the Weighted Average Consideration.” , if applicable). The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into based on the Common Stock and settled in cash, shares of Common Shares Stock or a combination of cash and shares of Common SharesStock, as applicable, at the Company’s election, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash, units of Reference Property or a combination of cash or and units of Reference Property, at the Company’s election, in accordance with Section 15.02(b) as follows: (i) (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive (based on the Weighted Average Consideration, if applicable) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; Rate (B) if as adjusted to reflect the Company elects to satisfy its Conversion Obligation in respect applicable number of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; and (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the Observation Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(c)(v) (provided that the amount of such cash shall be determined as if references in such Section to “Daily VWAP of the Common Shares” were instead a reference to “the daily volume-weighted average price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”Property). (iii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Shares entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares in any Merger Event who affirmatively make such an election.;

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any reclassification or change of the outstanding shares of Common Shares Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), (ii) any consolidation, merger or combination involving the Company, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Shares Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares Stock (any such event a “Merger Event”), then: (a) The the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(f) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, including to the extent required by the Board of Directors and practicable, practicable the provisions providing for the purchase repurchase rights set forth in Article 16 and Article 17 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within 20 twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Notwithstanding the provisions of Section 15.02(b15.02(a), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, shares of Common Shares Stock or a combination of cash and shares of Common Shares Stock at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Shares Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common SharesStock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Shares Stock or a combination of cash and shares of Common SharesStock, as applicable, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property, at the Company’s election, in accordance with Section 15.02(b15.02(a) as follows: (i) (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, amount per $1,000 principal amount of Notes being converted equal to the sum of the Daily Conversion Values for each of the 20 sixty consecutive Trading Days during the related Observation Cash Settlement Averaging Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common SharesStock” in the definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; and (C) if the Company elects to satisfy its Conversion Obligation through delivery by paying or delivering, as the case may be, of a combination of cash and Reference Property, the Company shall deliver pay and deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 sixty consecutive Trading Days during the Observation Cash Settlement Averaging Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Common SharesStock” in the definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(c)(v15.02(j) (provided that the amount of such cash shall be determined as if references in such Section to “the Daily VWAP of the Common SharesVWAP” were instead a reference to “the daily volume-weighted average price Daily VWAP of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Cash Settlement Averaging Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Shares Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares Stock in any Merger Event who affirmatively make such an election.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any reclassification or change of the outstanding shares of Common Shares Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (ii) any consolidation, merger or combination involving of the CompanyCompany with another Person, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Shares Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares Stock (any such event a “Merger Event”), then: (a) The the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 9.01(a) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, including to the extent required by the Board of Directors and practicable, practicable the provisions providing for the purchase repurchase rights set forth in Article 16 and Article 17 XIV herein. The Initial Dividend Threshold shall be adjusted based on the number of shares of common stock, if any, comprising the Reference Property and, if applicable, the value of any non-stock consideration comprising the Reference Property. If the Reference Property is comprised solely of non-stock consideration, the Initial Dividend Threshold shall be zero. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.0613.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Notwithstanding the provisions of Section 15.02(b13.02(a) and Section 13.02(b), and subject to the provisions of Section 15.01 and Section 15.0313.01, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, Common Shares or a combination of cash and Common Shares at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash, by reference to the kind and amount of shares of stockcash, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Shares Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed such that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Shares” shall be deemed at from and after the effective time of such Merger Event transaction, a Noteholder will be entitled thereafter to be references convert its Notes into cash (up to “the Last Reported Sale Price aggregate principal amount thereof) and the same type (and in the same proportion) of a unit Reference Property, based on the Daily Settlement Amounts of Reference Property comprised in an amount equal to the applicable Conversion Rate, as described under Section 13.02(b). For purposes of determining the kind constitution of Reference Property, the type and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) consideration that a holder of one Common Share immediately prior to such Merger Event Stock would have owned or been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based on in part upon any form of stockholder election) will be deemed to be the Weighted Average Consideration.” weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any Merger Event such transaction unless its terms are consistent with this Section 15.06the preceding. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, Common Shares or a combination in accordance with the provisions of cash and Common Shares, as applicable, as set forth in Section 15.01 and Section 15.02 Article XIII hereof prior to the effective date of such Merger Eventdate. (c) With respect The Company shall cause notice of the execution of such supplemental indenture to be mailed to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference PropertyNoteholder, at his address appearing on the Company’s electionNote Register provided for in this Indenture, in accordance with Section 15.02(bwithin twenty (20) as follows: (i) (A) if days after execution thereof Failure to deliver such notice shall not affect the Company elects to satisfy its Conversion Obligation in respect legality or validity of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; and (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the Observation Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(c)(v) (provided that the amount of such cash shall be determined as if references in such Section to “Daily VWAP of the Common Shares” were instead a reference to “the daily volume-weighted average price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”)supplemental indenture. (iiid) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. (iv) For purposes above provisions of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Shares entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares in any successive Merger Event who affirmatively make such an electionEvents.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any reclassification or change of the outstanding Common Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (ii) any consolidation, merger or combination involving of the CompanyCompany with another Person, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each either case as a result of which holders of Common Shares shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares (any such event a “Merger Event”), then: (a) The the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which which, as evidenced in an Opinion of Counsel delivered to the Trustee, shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes as set forth in this Fourth Supplemental Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders Holders of the Notes as the Board of Directors Trustees shall reasonably consider necessary by reason of the foregoing, including, including to the extent required by the Board of Directors Trustees and practicable, practicable the provisions providing for the purchase repurchase rights set forth in Article 16 and Article 17 9 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.068.06, the Company shall promptly shall, in addition to the Officers’ Certificate and Opinion of Counsel required by Section 102 of the Base Indenture, file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withthereto, and the Trustee shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Notwithstanding the provisions of Section 15.02(b8.02(a) and Section 8.02(b), and subject to the provisions of Section 15.01 and Section 15.038.01, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, Common Shares or a combination of cash and Common Shares at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash, by reference to the kind and amount of shares of stockcash, securities or other property or assets (including cash or any combination thereof) that a holder of a number of Common Shares equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed such that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Shares” shall be deemed at from and after the effective time of such Merger Event to transaction, a Noteholder will be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes thereafter to convert its Notes into Notes, subject to the successor’s right to deliver cash, Common Shares or common stock of such successor or a combination of cash and Common Shares, as applicable, Shares as set forth in Section 15.01 and Section 15.02 prior 8.02(b), into cash (up to the effective date of such Merger Event. (c) With respect to each $1,000 aggregate principal amount thereof) and, in lieu of Notes surrendered for conversion after the effective date of any such Merger EventCommon Shares otherwise deliverable, the Company’s Conversion Obligation shall be settled same type (and in cash or units the same proportion) of Reference Property, at based on the Company’s electionDaily Settlement Amounts of Reference Property in an amount equal to the applicable Conversion Rate, in accordance with as described under Section 15.02(b) as follows: (i) (A) if 8.02(b). For purposes of determining the Company elects to satisfy its Conversion Obligation in respect constitution of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind type and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) consideration that a holder of one Common Share immediately prior to such Merger Event Shares would have owned or been entitled to receive based on in the Weighted Average Consideration) equal to (1) case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the aggregate principal amount of Notes Common Shares to be converted, divided by $1,000, multiplied by (2) converted into the Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled right to receive more than a single type of consideration (determined based on the Weighted Average Consideration”; and (Cin part upon any form of shareholder election) if the Company elects will be deemed to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the Observation Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(c)(v) (provided that the amount of such cash shall be determined as if references in such Section to “Daily VWAP of the Common Shares” were instead a reference to “the daily volume-weighted average price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Shares entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares in any Merger Event who that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes in accordance with the provisions of Article VIII hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at his address appearing on the Security Register, within thirty (30) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (d) The above provisions of this Section shall similarly apply to successive Merger Events.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any reclassification or change of the outstanding shares of Common Shares Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (ii) any consolidation, merger or combination involving of the CompanyCompany with another Person, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each either case as a result of which holders of Common Shares Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares Stock (any such event a “Merger Event”), then: (a) The the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 901 of the Base Indenture providing for the conversion and settlement of the Notes as set forth in this Supplemental Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, including to the extent required by the Board of Directors and practicable, practicable the provisions providing for the purchase repurchase rights set forth in Article 16 and Article 17 5 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.064.05, the Company shall promptly file with the Trustee an Officers’ Officer’s Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indentureHolders. (b) Notwithstanding the provisions of Section 15.02(b4.02(a) and Section 4.02(b), and subject to the provisions of Section 15.01 and Section 15.034.01, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, Common Shares or a combination of cash and Common Shares at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash, by reference to the kind and amount of shares of stockcash, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Shares Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed such that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Shares” shall be deemed at from and after the effective time of such Merger Event to transaction, a Holder will be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes thereafter to convert its Notes into cash, Common Shares or a combination of cash and Common Shares, as applicable, as set forth in Section 15.01 and Section 15.02 prior (up to the effective date of such Merger Event. (c) With respect to each $1,000 aggregate principal amount of Notes surrendered for conversion after thereof) and the effective date of any such Merger Event, same type (and in the Company’s Conversion Obligation shall be settled in cash or units same proportion) of Reference Property, at based on the Company’s electionDaily Settlement Amounts of Reference Property in an amount equal to the applicable Conversion Rate, in accordance with as described under Section 15.02(b) as follows: (i) (A) if 4.02(b). For purposes of determining the Company elects to satisfy its Conversion Obligation in respect constitution of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind type and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) consideration that a holder of one Common Share immediately prior to such Merger Event Stock would have owned or been entitled to receive based on in the Weighted Average Consideration) equal to (1) case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the aggregate principal amount of Notes Common Stock to be converted, divided by $1,000, multiplied by (2) converted into the Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled right to receive more than a single type of consideration (determined based on the Weighted Average Consideration”; and (Cin part upon any form of stockholder election) if the Company elects will be deemed to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the Observation Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(c)(v) (provided that the amount of such cash shall be determined as if references in such Section to “Daily VWAP of the Common Shares” were instead a reference to “the daily volume-weighted average price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Shares entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares in any Merger Event who Stock that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes in accordance with the provisions of Article 4 hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at his address appearing on the Security Register provided for in this Indenture, within twenty (20) days after execution thereof Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (d) The above provisions of this Section shall similarly apply to successive Merger Events.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any reclassification or change of the outstanding shares of Common Shares Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (ii) any consolidation, merger or combination involving of the CompanyCompany with another Person, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Shares Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares Stock (any such event a “"Merger Event”"), then: (a) The the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(h) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, including to the extent required by the Board of Directors and practicable, practicable the provisions providing for the purchase repurchase rights set forth in Article 16 and Article 17 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ ' Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register register provided for in this Indenture, within 20 twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Notwithstanding the provisions of Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, Common Shares or a combination of cash and Common Shares at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Shares Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “"Reference Property”") or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “. In the Last Reported Sale Price event holders of the Common Shares” Stock have the opportunity to elect the form of consideration to be received in such Merger Event, the Company shall make adequate provision whereby the holders of the Notes shall have a reasonable opportunity to determine the form of consideration into which all of the Notes, treated as a single class, shall be deemed at convertible from and after the effective time date of such Merger Event Event. Such determination shall be as set forth in Section 9.01 and shall be subject to be references any limitations to “the Last Reported Sale Price of a unit of Reference Property comprised which all of the kind and amount holders of shares the Common Stock are subject, such as pro-rata reductions applicable to any portion of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to the consideration payable in such Merger Event would have owned or been entitled and shall be conducted in such a manner as to receive be completed by the date that is the earliest of (x) the deadline for elections to be made by holders of the Common Stock in connection with such Merger Event, and (y) two Scheduled Trading Days prior to the anticipated effective date of such Merger Event. The Company shall provide notice of the opportunity to determine the form of such consideration, as well as notice of the determination made by holders of the Notes by issuing a press release and providing a copy of each such notice to the Trustee. Notwithstanding anything herein to the contrary, any such determination by the holders of the Notes shall be based solely on the Weighted Average Consideration.” elections of Holders received by the Trustee on or prior to the date of completion referred to in the second preceding sentence and the form or forms of consideration so determined shall be in the same proportion as the proportion in principal amount of Notes so electing each such form of consideration. The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, Common Shares or a combination of cash and shares of Common Shares, as applicableStock, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With If the Notes are convertible into cash and Reference Property as set forth above, the related Conversion Obligation, with respect to each $1,000 principal amount of Notes surrendered tendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or and units of Reference Property, at the Company’s election, Property in accordance with Section 15.02(b) as follows: (i) (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Reference Property, the The Company shall deliver to deliver, on the converting Noteholder a number of units of Reference Property (each such unit comprised third Business Day immediately following the last day of the kind related Cash Settlement Averaging Period, cash and amount of shares of stockCommon Stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be convertedif any, divided by $1,000, multiplied by (2) the Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; and (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive twenty-five Trading Days during the Observation related Cash Settlement Averaging Period for such Note, (provided that (x) such Daily Settlement Values determined as if the reference to “Amounts, and the Daily VWAP of the Common Shares” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stockValue, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(c)(v) (provided that the amount of such cash shall be determined as if references in such Section definitions to “"the Daily VWAP of the Common Shares” Stock" were references instead a reference to “"the daily volume-weighted average price Daily VWAP of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event transaction would have owned or been entitled to receive based on receive" (subject to the Weighted Average Consideration”Noteholder's right to determine the form of consideration into which all of the Notes, treated as a single class, shall be convertible from and after the effective date of such Merger Event as described above in this Section 15.06) and (y) the Daily VWAP shall be determined with respect to such a unit of Reference Property). (iiiii) The Daily Settlement Amounts Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(l) (if applicable) and Daily Conversion Values (if applicable) provided that the amount of such cash shall be determined by as if references in such Section to "the Company promptly following the last day of the Observation Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders Last Reported Sale Price of the Common Shares entitled Stock" were a reference instead to receive cash"the Last Reported Sale Price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets with respect to (including cash or in exchange for such Common Shares in any Merger Event who affirmatively make such an election.combination

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any reclassification or change of the outstanding shares of Common Shares Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), (ii) any consolidation, merger or combination involving the Company, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Shares Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares Stock (any such event a “Merger Event”), then: (a) The the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(f) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, including to the extent required by the Board of Directors and practicable, practicable the provisions providing for the purchase repurchase rights set forth in Article 16 and Article 17 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within 20 twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Notwithstanding the provisions of Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, shares of Common Shares Stock or a combination of cash and shares of Common Shares Stock at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Shares Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common SharesStock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Shares Stock or a combination of cash and shares of Common SharesStock, as applicable, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property, at the Company’s election, in accordance with Section 15.02(b) as follows: (i) (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect re- spect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 20 thirty consecutive Trading Days during the related Observation Cash Settlement Averaging Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common SharesStock” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; and (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 thirty consecutive Trading Days during the Observation Cash Settlement Averaging Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Common SharesStock” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(c)(v15.02(l) (provided that the amount of such cash shall be determined as if references in such Section to “Daily VWAP the Last Reported Sale Price of the Common SharesStock” were instead a reference to “the daily volume-weighted average price Last Reported Sale Price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Cash Settlement Averaging Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Shares Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares Stock in any Merger Event who affirmatively make such an election.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any reclassification or change of the outstanding shares of Common Shares Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a5.04(a)), (ii) any consolidation, merger merger, combination or combination binding share exchange involving the Company, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Shares Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares Stock (any such event a “Merger Event”), then: (a) The the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes 4.01(g) as set forth in this Supplemental Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 155. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors (or a duly constituted committee thereof) shall reasonably consider necessary by reason of the foregoing, including, including to the extent required by the Board of Directors (or such committee) and practicable, practicable the provisions providing for the purchase repurchase rights set forth in Article 16 and Article 17 6 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.065.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons thereforetherefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail provide notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed provided to each Noteholder, at its address appearing on the Note Security Register provided for in this Indenture, within 20 twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Notwithstanding the provisions of Section 15.02(b5.02(a), and subject to the provisions of Section 15.01 5.01 and Section 15.035.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, shares of Common Shares Stock or a combination of cash and shares of Common Shares Stock at the Company’s election as set forth in Section 15.02 5.02 will be changed to a right to convert each $1,000 principal amount of such Note into cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Shares Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) or a combination of cash and Reference Property at the Company’s election and election, (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), (iii) references therein herein to “the Last Reported Sale Price of the Common SharesStock” shall be deemed at and after to such Reference Property to the effective time extent the context of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, Common Shares or a combination of cash and Common Shares, as applicable, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Eventrequire. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property, at the Company’s election, in accordance with Section 15.02(b5.02(a) as follows: (i) (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 20 twenty consecutive Trading Days during the related Observation Cash Settlement Averaging Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common SharesStock” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property Property” comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; and (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 twenty consecutive Trading Days during the Observation Cash Settlement Averaging Period for such Note, such Daily Settlement Values Amounts determined as if the reference to “the Daily VWAP of the Common SharesStock” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property Property” comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(c)(v5.02(j) (provided that the amount of such cash shall be determined as if references in such Section to “the Daily VWAP of the Common SharesStock” were instead a reference to “the daily volume-weighted average price Daily VWAP of a unit of Reference Property Property” composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Cash Settlement Averaging Period. (iv) For purposes of this Section 15.065.06, the “Weighted Average Consideration” shall mean means the weighted average of the types and amounts of consideration received by the holders of the Common Shares Stock entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares Stock in any Merger Event (in the event holders of the Common Stock are entitled to elect the type of consideration such holders receive, considering only holders who affirmatively make such an election).

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of (i) any reclassification or change of the outstanding Common Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a14.04(a)), (ii) any consolidation, merger merger, amalgamation, scheme of arrangement or combination involving the Company, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Shares shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares (any such event a “Merger Event”), then: (a) The the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(f) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 1514. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such reclassification, change, consolidation, merger, amalgamation, scheme of arrangement, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, including to the extent required by the Board of Directors and practicable, practicable the provisions providing for the purchase repurchase rights set forth in Article 16 and Article 17 15 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.0614.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within 20 twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Notwithstanding the provisions of Section 15.02(b14.02(a), and subject to the provisions of Section 15.01 14.01 and Section 15.0314.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, Common Shares or a combination of cash and Common Shares at the Company’s election as set forth in Section 15.02 14.02 will be changed to a right to convert such Note into cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of Common Shares equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Shares” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” . The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.0614.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, Common Shares or a combination of cash and Common Shares, as applicable, as set forth in Section 15.01 14.01 and Section 15.02 14.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property, at the Company’s election, in accordance with Section 15.02(b14.02(a) as follows: (i) (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Shares immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, amount per $1,000 principal amount of Notes being converted equal to the sum of the Daily Conversion Values for each of the 20 sixty consecutive Trading Days during the related Observation Cash Settlement Averaging Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Shares” in the definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Shares immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; and (C) if the Company elects to satisfy its Conversion Obligation through delivery by paying or delivering, as the case may be, of a combination of cash and Reference Property, the Company shall deliver pay and deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 sixty consecutive Trading Days during the Observation Cash Settlement Averaging Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Common Shares” in the definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Shares immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(c)(v14.02(j) (provided that the amount of such cash shall be determined as if references in such Section to “Daily VWAP of the Common SharesVWAP” were instead a reference to “the daily volume-weighted average price VWAP of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Shares immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Cash Settlement Averaging Period. (iv) For purposes of this Section 15.0614.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Shares entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares in any Merger Event who affirmatively make such an election.

Effect of Reclassification, Consolidation, Merger or Sale. Upon (a) If any of the occurrence of following events occur, namely (i) any reclassification or change of the outstanding shares of Common Shares Stock (other than a subdivision or combination to which Section 10.04(c) applies or a change in par value, or from par value to no par value, or from no par value to par value, or ) as a result of a splitwhich holders of Common Stock shall be entitled to receive cash, subdivision securities or combination covered by Section 15.04(a))other property (such property, the “Exchange Property”) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger merger, binding share exchange or combination involving of the CompanyCompany with another person as a result of which holders of Common Stock shall be entitled to receive Exchange Property with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the property properties and assets of the Company to any other Person, in each case person as a result of which holders of Common Shares Stock shall be entitled to receive cash, securities or other property Exchange Property with respect to or in exchange for such Common Shares (any such event a “Merger Event”)Stock, then: (a) The then the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) permitted under Section 11.01 providing for the conversion and settlement of the Notes Securities as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 1510. If, in the case of any Merger Eventsuch reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance, the Reference Exchange Property receivable thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders Holders of the Notes Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) The Conversion Obligation with respect to each $1,000 principal amount of Securities converted following the effective date of any such transaction, including, to shall be calculated (as provided in clause (c) below) based on the extent required by the Board of Directors and practicable, the provisions providing for the purchase rights set forth in Article 16 and Article 17 hereinExchange Property. In the event holders of the Company shall execute a supplemental indenture pursuant Common Stock have the opportunity to this Section 15.06elect the form of consideration to be received in such transaction, the Company shall promptly file make adequate provision whereby the Holders of the Securities shall have a reasonable opportunity to determine the form of consideration, consistent with the Trustee an Officers’ Certificate briefly stating election rights and restrictions applicable to holders of Common Stock, into which all of the reasons thereforeSecurities, treated as a single class, shall be convertible from and after the kind or amount effective date of cashsuch transaction. Such determination shall be made pursuant to Section 1.05 and shall be subject to any limitations to which all of the holders of the Common Stock are subject, securities or property or asset that will comprise such as pro-rata reductions applicable to any portion of the Reference Property after any consideration payable in such Merger Event, any adjustment event and shall be conducted in such a manner as to be completed by the date which is the earliest of (a) the deadline for elections to be made by holders of the Common Stock in connection with respect thereto and that all conditions precedent have been complied withsuch transaction, and (b) two Trading Days prior to the anticipated effective date of such event. The Company shall promptly mail provide notice thereof of the opportunity to determine the form of such consideration, as well as notice of the determination made by Holders of the Securities by issuing a press release and providing a copy of such notice to the Trustee. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. (c) The Conversion Obligation in respect of any Securities converted following the effective date of any such transaction shall be computed in the same manner as set forth in Section 10.03(a) except that (1) if the Securities become convertible into Exchange Property, the Daily VWAP of the Common Stock shall be deemed to equal the sum of (A) 100% of the value of any Exchange Property consisting of cash received per share of Common Stock, (B) the Daily VWAP of any Exchange Property received per share of Common Stock consisting of securities that are traded on a U.S. national securities exchange and (2) the Fair Market Value of any other Exchange Property received per share, as determined by an independent nationally recognized investment bank selected by the Company for this purpose. Settlement (in cash and/or shares) shall occur on the Conversion Settlement Date, provided, that any amount of the Settlement Amount or Settlement Shares, as applicable, to be delivered in shares of Common Stock shall be paid in Exchange Property rather than shares of Common Stock. If the Exchange Property includes more than one kind of property, the amount of Exchange Property of each kind to be delivered shall be in the proportion that the value of the Exchange Property (as calculated pursuant to Section 10.03) of such kind bears to the value of all Noteholderssuch Exchange Property. If the foregoing calculations would require the Company to deliver a fractional share or unit of Exchange Property to a Holder of Securities being converted, the Company shall deliver cash in lieu of such fractional share or unit based on the value of the Exchange Property. (d) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each NoteholderHolder of Securities, at its address appearing on the Note Register Security register provided for in Section 10.03 of this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Notwithstanding the provisions of Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, Common Shares or a combination of cash and Common Shares at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of Common Shares equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Shares” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, Common Shares or a combination of cash and Common Shares, as applicable, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property, at the Company’s election, in accordance with Section 15.02(b) as follows: (i) (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; and (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the Observation Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (iie) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(c)(v) (provided that the amount of such cash shall be determined as if references in such Section to “Daily VWAP of the Common Shares” were instead a reference to “the daily volume-weighted average price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. (iv) For purposes above provisions of this Section 15.06shall similarly apply to successive reclassifications, the “Weighted Average Consideration” changes, consolidations, mergers, statutory share exchanges, combinations, sales and conveyances. If this Section 10.06 applies to any event or occurrence, Section 10.04 shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Shares entitled not apply to receive cash, securities such event or other property or assets with respect to or in exchange for such Common Shares in any Merger Event who affirmatively make such an electionoccurrence.

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

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any reclassification or change of the outstanding shares of Common Shares Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (ii) any consolidation, merger or combination involving the Companyof Boston Properties with another Person, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company Boston Properties to any other Person, in each either case as a result of which holders of Common Shares Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares Stock (any such event a “Merger Event”), then: (a) The the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion exchange and settlement of the Notes as set forth in this Sixth Supplemental Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, including to the extent required by the Board of Directors and practicable, practicable the provisions providing for the purchase repurchase rights set forth in Article 16 and Article 17 9 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.068.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withthereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 8.02(a) and Section 8.02(b), and subject to the provisions of Section 8.01, at the effective time of such Merger Event, the right to exchange each $1,000 principal amount of Notes will be changed to a right to exchange such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Exchange Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to exchange its Notes into cash (up to the aggregate principal amount thereof) and the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Exchange Rate, as described under Section 8.02(b). For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be exchanged into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a holder of Notes to exchange its Notes in accordance with the provisions of Article 8 hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its his address appearing on the Note Security Register provided for in this Sixth Supplemental Indenture, within 20 thirty (30) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Notwithstanding the provisions of Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, Common Shares or a combination of cash and Common Shares at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of Common Shares equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Shares” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, Common Shares or a combination of cash and Common Shares, as applicable, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property, at the Company’s election, in accordance with Section 15.02(b) as follows: (i) (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; and (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the Observation Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (iid) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(c)(v) (provided that the amount of such cash shall be determined as if references in such Section to “Daily VWAP of the Common Shares” were instead a reference to “the daily volume-weighted average price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. (iv) For purposes above provisions of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Shares entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares in any successive Merger Event who affirmatively make such an electionEvents.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any reclassification or change of the outstanding Common Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (ii) any consolidation, merger or combination involving of the CompanyCompany with another Person, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Shares shall be entitled to receive cashstock, other securities or other property property, assets or cash (or any combination thereof) with respect to or in exchange for such Common Shares (any such event a “Merger Reorganization Event”), then: (a) The the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which which, as evidenced in an Opinion of Counsel delivered to the Trustee, shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes as set forth in this Tenth Supplemental Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Reorganization Event, the Reference Property includes shares of stock or other securities and assets of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders Holders of the Notes as the Board of Directors Trustees shall reasonably consider necessary by reason of the foregoing, including, including to the extent required by the Board of Directors Trustees and practicable, practicable the provisions providing for the purchase repurchase rights set forth in Article 16 and Article 17 9 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.068.06, the Company shall promptly shall, in addition to the Officers’ Certificate and Opinion of Counsel required by Section 102 of the Base Indenture, file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withthereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 8.02(a), and subject to the provisions of Section 8.01, at the effective time of such Reorganization Event, the right to convert each $1,000 principal amount of Notes will be changed to a right to convert such Note by reference to the kind and amount of stock, other securities or other property, assets or cash (or any combination thereof) that such holder of Notes would have owned immediately after such Reorganization Event if such holder had converted their Notes immediately prior to such Reorganization Event (the “Reference Property”). For purposes of the foregoing, where a Reorganization Event involves consideration based upon any form of stockholder election, the consideration will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes in accordance with the provisions of Article VIII hereof prior to the effective date of a Reorganization Event. For the avoidance of doubt, adjustments to the Conversion Rate set forth under Section 8.04 do not apply to distributions to the extent that the right to convert Notes has been changed into the right to convert into Reference Property. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its his address appearing on the Note Register provided for in this IndentureSecurity Register, within 20 thirty (30) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Notwithstanding the provisions of Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, Common Shares or a combination of cash and Common Shares at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of Common Shares equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Shares” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, Common Shares or a combination of cash and Common Shares, as applicable, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property, at the Company’s election, in accordance with Section 15.02(b) as follows: (i) (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; and (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the Observation Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (iid) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(c)(v) (provided that the amount of such cash shall be determined as if references in such Section to “Daily VWAP of the Common Shares” were instead a reference to “the daily volume-weighted average price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. (iv) For purposes above provisions of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Shares entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares in any Merger Event who affirmatively make such an electionsuccessive Reorganization Events.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any reclassification or change of the outstanding Common Ordinary Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (ii) any consolidation, merger or combination involving of the CompanyCompany with another person, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Personperson, in each either case as a result of which holders of Common Ordinary Shares (including Ordinary Shares represented by ADSs) shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Ordinary Shares (including Ordinary Shares represented by ADSs) (any such event a “Merger Event”"MERGER EVENT"), then: (a) The the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(a) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property (as defined below) includes shares of stock or other securities and assets of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, including to the extent required by the Board of Directors and practicable, practicable the provisions providing for the purchase repurchase rights set forth in Article 16 and Article 17 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ ' Certificate briefly stating the reasons thereforetherefor, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property (as defined below) after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 15.02(a) and Section 15.02(b), and subject to the provisions of Section 15.01, at the effective time of such Merger Event, the right to convert each US$1,000 principal amount of Notes will be changed to a right to convert such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of Ordinary Shares (including Ordinary Shares represented by ADSs) equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the "REFERENCE PROPERTY") such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to convert its Notes into the same type (and in the same proportion) of Reference Property, based on the number of ADSs that would have been deliverable upon conversion had such Merger Event not occurred. For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Ordinary Shares (including Ordinary Shares represented by ADSs) would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Ordinary Shares (including Ordinary Shares represented by ADSs) to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Ordinary Shares (including Ordinary Shares represented by ADSs) that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes in accordance with the provisions of Article 15 hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its his address appearing on the Note Register register provided for in this Indenture, within 20 twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Notwithstanding the provisions of Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, Common Shares or a combination of cash and Common Shares at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of Common Shares equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Shares” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, Common Shares or a combination of cash and Common Shares, as applicable, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property, at the Company’s election, in accordance with Section 15.02(b) as follows: (i) (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; and (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the Observation Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (iid) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(c)(v) (provided that the amount of such cash shall be determined as if references in such Section to “Daily VWAP of the Common Shares” were instead a reference to “the daily volume-weighted average price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. (iv) For purposes above provisions of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Shares entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares in any successive Merger Event who affirmatively make such an electionEvents.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any reclassification or change of the outstanding Common Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (ii) any consolidation, merger or combination involving of the CompanyCompany with another Person, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each either case as a result of which holders of Common Shares shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares (any such event a “Merger Event”), then: (a) The the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which which, as evidenced in an Opinion of Counsel delivered to the Trustee, shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and settlement of the Notes as set forth in this Fifth Supplemental Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders Holders of the Notes as the Board of Directors Trustees shall reasonably consider necessary by reason of the foregoing, including, including to the extent required by the Board of Directors Trustees and practicable, practicable the provisions providing for the purchase repurchase rights set forth in Article 16 and Article 17 9 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.068.06, the Company shall promptly shall, in addition to the Officers’ Certificate and Opinion of Counsel required by Section 102 of the Base Indenture, file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withthereto, and the Trustee shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Notwithstanding the provisions of Section 15.02(b8.02(a) and Section 8.02(b), and subject to the provisions of Section 15.01 and Section 15.038.01, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, Common Shares or a combination of cash and Common Shares at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash, by reference to the kind and amount of shares of stockcash, securities or other property or assets (including cash or any combination thereof) that a holder of a number of Common Shares equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed such that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Shares” shall be deemed at from and after the effective time of such Merger Event to transaction, a Noteholder will be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes thereafter to convert its Notes into Notes, subject to the successor’s right to deliver cash, Common Shares or common stock of such successor or a combination of cash and Common Shares, as applicable, Shares as set forth in Section 15.01 and Section 15.02 prior 8.02(b), into cash (up to the effective date of such Merger Event. (c) With respect to each $1,000 aggregate principal amount thereof) and, in lieu of Notes surrendered for conversion after the effective date of any such Merger EventCommon Shares otherwise deliverable, the Company’s Conversion Obligation shall be settled same type (and in cash or units the same proportion) of Reference Property, at based on the Company’s electionDaily Settlement Amounts of Reference Property in an amount equal to the applicable Conversion Rate, in accordance with as described under Section 15.02(b) as follows: (i) (A) if 8.02(b). For purposes of determining the Company elects to satisfy its Conversion Obligation in respect constitution of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind type and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) consideration that a holder of one Common Share immediately prior to such Merger Event Shares would have owned or been entitled to receive based on in the Weighted Average Consideration) equal to (1) case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the aggregate principal amount of Notes Common Shares to be converted, divided by $1,000, multiplied by (2) converted into the Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled right to receive more than a single type of consideration (determined based on the Weighted Average Consideration”; and (Cin part upon any form of shareholder election) if the Company elects will be deemed to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the Observation Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(c)(v) (provided that the amount of such cash shall be determined as if references in such Section to “Daily VWAP of the Common Shares” were instead a reference to “the daily volume-weighted average price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Shares entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares in any Merger Event who that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes in accordance with the provisions of Article VIII hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at his address appearing on the Security Register, within thirty (30) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (d) The above provisions of this Section shall similarly apply to successive Merger Events.

Effect of Reclassification, Consolidation, Merger or Sale. Upon the occurrence of of: (i) any reclassification or change of the outstanding shares of Common Shares Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)), ; (ii) any consolidation, merger or combination involving the Company, or ; or (iii) any sale sale, conveyance, transfer, lease or conveyance other disposition of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of pursuant to which holders of Common Shares Stock shall be entitled to receive cashconverted into, or exchanged for, stock, securities or other property with respect to or in exchange for such Common Shares assets (including cash or any combination thereof) (any such event a “Merger Event”), then: (a) The the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 11.01(b) providing for the conversion and settlement of the Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale sale, conveyance, transfer, lease or conveyanceother disposition, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes Noteholders as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, including to the extent required by the Board of Directors and practicable, practicable the provisions providing for the purchase repurchase rights set forth in Article 16 and Article 17 19 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cashstock, securities or other property or asset assets (including cash or any combination thereof) that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Notwithstanding the provisions of Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, : (i) the right to convert each $1,000 principal amount of Notes into cash, shares of Common Shares Stock or a combination of cash and shares of Common Shares at the Company’s election as set forth in Section 15.02 Stock will be changed to a right to convert such Note into cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Shares Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) ), or a combination of cash and Reference Property at the Company’s election and Property; and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) belowSection 15.06(c), it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common SharesStock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive (based on the Weighted Average Consideration.” , if applicable). The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into based on the Common Stock and settled in cash, shares of Common Shares Stock or a combination of cash and shares of Common SharesStock, as applicable, at the Company’s election, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash, units of Reference Property or a combination of cash or and units of Reference Property, at the Company’s election, in accordance with Section 15.02(b) as follows: (i) (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Share Stock immediately prior to such Merger Event would have owned or been entitled to receive (based on the Weighted Average Consideration, if applicable) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; Rate (B) if as adjusted to reflect the Company elects to satisfy its Conversion Obligation in respect applicable number of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; and (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the Observation Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(c)(v) (provided that the amount of such cash shall be determined as if references in such Section to “Daily VWAP of the Common Shares” were instead a reference to “the daily volume-weighted average price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”Property). (iii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Shares entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares in any Merger Event who affirmatively make such an election.;

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

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur, namely (i) any reclassification or change of the outstanding shares of Common Shares Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination covered by Section 15.04(a)combination), (ii) any consolidation, merger or combination involving of the CompanyCompany with another Person, or (iii) any sale sale, lease, transfer or conveyance of all or substantially all of the property properties and assets of the Company and its Subsidiaries substantially as an entirety to any other Person, in each case as a result of which holders of the Common Shares shall Stock would be entitled to receive cashconverted into, or exchanged for, stock, other securities or other property with respect to or in exchange for such Common Shares assets (including cash or any combination thereof) (any such event a “Merger Event”), then: (a) The the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 6.01(a) providing for the conversion and settlement of the Notes as set forth in this First Supplemental Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15Article. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, to the extent required by the Board of Directors and practicableDirectors, the provisions providing for the purchase repurchase rights set forth in Article 16 and Article 17 5 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.064.05, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, shares of stock or other securities or property or asset (including cash) that will comprise constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Notwithstanding the provisions of Section 15.02(b4.02(a), and subject to the provisions of Section 15.01 and Section 15.034.01, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, Common Shares or a combination of cash and Common Shares at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Shares Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for . For purposes of Section 15.01(b), references therein to “determining the Last Reported Sale Price of the Common Shares” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit constitution of Reference Property comprised of Property, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) consideration that a holder of one Common Share immediately prior to such Merger Event Stock would have owned or been entitled to in the case of recapitalizations, reclassifications, consolidations, mergers, sales or transfers of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based on in part upon any form of stockholder election) will be deemed to be (i) the Weighted Average Consideration.” weighted average of the kinds and amounts of consideration received by the holders of Common Stock that affirmatively make such an election or (ii) if no holders of the Common Stock affirmatively make such an election, the kinds and amounts of consideration actually received by such holders. The Company shall not become a party to any Merger Event such transaction unless its terms are consistent with this Section 15.06the preceding. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, Common Shares or a combination of cash and shares of Common Shares, as applicableStock, as set forth in Section 15.01 4.01 and Section 15.02 4.02 prior to the effective date of any such Merger Event. (c) With If the Notes shall be deemed to be convertible into Reference Property as set forth above, the related Conversion Obligation, with respect to each $1,000 principal amount of Notes surrendered tendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or and units of Reference Property, at the Company’s election, Property in accordance with Section 15.02(b) 4.02 as follows: (i) The Daily Conversion Value for each day of the Conversion Period shall be based on the per unit value of the Reference Property on such day (including, subject to 4.01(d), any Additional Shares added to such Reference Property) as set forth in Section 4.02(a). Such per unit value shall be (A) if for any shares of common stock that are included in the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Reference Property, as set forth in the definition of “Common Stock” as if such shares were “Common Stock” using the procedures set forth in the definition of “Closing Sale Price” in Section 1.02; (B) for any other property (other than cash) included in the Reference Property, as determined in good faith by the Board of Directors or by a New York Stock Exchange member firm selected by the Board of Directors and (C) for any cash, the face amount of such cash. (ii) The Company shall deliver to pay in cash the converting Noteholder a number of units Principal Return as set forth in Section 4.02(a), and an amount of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition thereof were instead a reference to “the Daily VWAP of a unit of Net Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets Amount”) determined in accordance with this clause (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; and (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and ii). The Net Reference Property, the Company shall deliver in respect of Property Amount for each $1,000 principal amount of Notes being converted, a Settlement Amount equal to shall be the sum of the Daily Settlement Amounts of, for each of the 20 consecutive VWAP Trading Days during in the Observation Conversion Period for such NoteNotes, such Daily Settlement Values determined as if an amount of units of Reference Property equal to (1) any excess of (a) the reference to “the Daily VWAP of the Common Shares” in definition of Daily Conversion Value on such Trading Day (determined in the same manner as set forth in Section 4.05(c)(i) above) over (b) $50, divided by (2) the per unit value of such Reference Property on such Trading Day. (d) Notwithstanding clause (c) above, if the Notes are tendered for conversion prior to the effective date of any such Merger Event pursuant to Section 4.01(d) above, and Daily Share Amount were instead a reference the Company shall be obligated to “deliver any increase to the Daily VWAP Conversion Value in additional Net Shares following the effective date of a unit of Reference Property comprised of such Merger Event, such additional Net Shares shall be delivered in the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that Reference Property as a holder of one Common Share immediately prior to such additional Net Shares would have received in such Merger Event would have owned or been entitled to receive based on the Weighted Average ConsiderationEvent.” (iie) The Company will deliver shall cause notice of the cash in lieu execution of fractional units of Reference Property as set forth a supplemental indenture pursuant to this Section 15.02(c)(v4.05 to be mailed to each Noteholder, at his address appearing on the Security Register, within twenty (20) (provided that days after execution thereof. Failure to deliver such notice shall not affect the amount legality or validity of such cash shall be determined as if references in such Section to “Daily VWAP of the Common Shares” were instead a reference to “the daily volume-weighted average price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”)supplemental indenture. (iiif) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. (iv) For purposes above provisions of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Shares entitled similarly apply to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares in any successive Merger Event who affirmatively make such an electionEvents.

Effect of Reclassification, Consolidation, Merger or Sale. Upon If any of the occurrence of following events occur: (ia) any reclassification or change of the outstanding Common Shares Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision share split or share combination covered by to which Section 15.04(a10.04(a) applies)), ; (iib) any consolidationshare exchange, consolidation or merger of the Company with or combination involving the Company, or into another Person; or (iiic) any sale conveyance, transfer, sale, lease or conveyance other disposition to any other Person or Persons of all or substantially all of the property and assets of the Company to any other PersonCompany’s consolidated assets, and, in each case as a result of which either case, the holders of Common Shares shall be entitled to receive Stock received cash, securities or other property with respect to or (the “Reference Property”) in exchange for such Common Shares Stock (any such event or transaction, a “Merger Reorganization Event”), then: (a) The in each case, the Company or the successor or purchasing PersonSuccessor Company, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture indenture, if such supplemental indenture is then required to so comply) permitted providing that such Notes shall, without the consent of any Holders, become convertible based on the type and amount of consideration that holders of Common Stock received in such Reorganization Event. If the Reorganization Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively made such an election. In all cases, the provisions under Section 11.01 providing for 10.02 shall continue to apply with respect to the conversion and settlement calculation of the Notes as set forth in this IndentureConversion Obligation and the method of settlement. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, to the extent required by the Board of Directors and practicable, the provisions providing for the purchase rights set forth in Article 16 and Article 17 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders10. The Company shall cause notice of the execution of such supplemental indenture to be mailed provided to each Noteholder, at its address appearing on the Note Register provided for in this Indenture, Holder within 20 twenty (20) calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.05 shall similarly apply to successive reclassifications, consolidations, mergers, conveyances, transfers, sales, leases or other dispositions. (bd) Notwithstanding the provisions of If this Section 15.02(b)10.05 applies to any event or occurrence, and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, Common Shares or a combination of cash and Common Shares at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash, the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of Common Shares equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Shares” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company 10.04 shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, Common Shares or a combination of cash and Common Shares, as applicable, as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Eventapply. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property, at the Company’s election, in accordance with Section 15.02(b) as follows: (i) (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; and (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the Observation Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Common Shares” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(c)(v) (provided that the amount of such cash shall be determined as if references in such Section to “Daily VWAP of the Common Shares” were instead a reference to “the daily volume-weighted average price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one Common Share immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall mean the weighted average of the types and amounts of consideration received by the holders of the Common Shares entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares in any Merger Event who affirmatively make such an election.