Common use of Additional Termination Events Clause in Contracts

Additional Termination Events. If (A) an Amendment Event (as defined below) occurs, (B) an “Event of Default” with respect to Counterparty under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs and the outstanding Convertible Notes have been declared immediately due and payable in accordance with Section 6.02 of the Indenture, (C) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in the case of (A), (B) or (C), an Additional Termination Event shall occur in respect of which (1) Counterparty shall be the sole Affected Party and the Transaction shall be the sole Affected Transaction and (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the occurrence of the event; provided that, in the case of a Repayment Event, the Transaction shall be subject to termination only in respect of the number of Convertible Notes that cease to be outstanding in connection with or as a result of such Repayment Event and (ii) in the case of (D), (1) an Additional Termination Event shall occur hereunder with respect to a number of Options equal to the number of the relevant Exercisable Options (the “Affected Number of Options”), in which case (x) the sole Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options and Counterparty shall be deemed the sole Affected Party and (y) the Transaction shall remain in full force and effect, except that the Number of Options subject to the Transaction immediately prior to the Conversion Date for such Early Conversion shall as of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; and (3) for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Dealer (I) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) shall assume that (x) the relevant Early Conversion and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture and (z) the corresponding Convertible Notes remain outstanding.

Additional Termination Events. If (i) Notwithstanding anything to the contrary in this Confirmation, upon any Early Conversion in respect of which a Notice of Conversion that is effective as to Counterparty has been delivered by the relevant converting Holder: (A) Counterparty shall, within five Scheduled Trading Days of the “Conversion Date” (as defined in the Indenture) for such Early Conversion, provide written notice (an Amendment “Early Conversion Notice”) to Dealer specifying the number of Convertible Notes surrendered for conversion on such Conversion Date (such Convertible Notes, the “Affected Convertible Notes”) and the anticipated settlement date, and the giving of such Early Conversion Notice shall constitute an Additional Termination Event as provided in this clause (i); (B) upon receipt of any such Early Conversion Notice, Dealer shall designate an Exchange Business Day as an Early Termination Date (which Exchange Business Day shall correspond to a settlement date in respect of the Affected Number of Options (as defined below) occurs, (Bthat occurs on or as promptly as reasonably practicable after the related conversion settlement date for the Affected Convertible Notes for such Early Conversion) an “Event of Default” with respect to Counterparty under the terms portion of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs and the outstanding Convertible Notes have been declared immediately due and payable in accordance with Section 6.02 of the Indenture, (C) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in the case of (A), (B) or (C), an Additional Termination Event shall occur in respect of which (1) Counterparty shall be the sole Affected Party and the Transaction shall be the sole Affected Transaction and (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the occurrence of the event; provided that, in the case of a Repayment Event, the Transaction shall be subject to termination only in respect of the number of Convertible Notes that cease to be outstanding in connection with or as a result of such Repayment Event and (ii) in the case of (D), (1) an Additional Termination Event shall occur hereunder with respect corresponding to a number of Options equal to the number of the relevant Exercisable Options (the “Affected Number of Options”), in which case ) equal to the lesser of (x) the sole number of Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options and Counterparty shall be deemed the sole Affected Party Convertible Notes and (y) the Transaction shall remain in full force and effect, except that the Number of Options subject to the Transaction immediately prior to as of the Conversion Date for such Early Conversion Conversion; (C) any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 of the Agreement as if (x) an Early Termination Date had been designated in respect of such Conversion Date be reduced by a Transaction having terms identical to the Transaction and a Number of Options equal to the Affected Number of Options; , (2y) notwithstanding anything Counterparty were the sole Affected Party with respect to the contrary in the Agreement, Dealer shall designate an Early such Additional Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; Event and (3z) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, in determining the provisions of Section 10(m) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this Section 10(i)(i)(C) as if, solely for the purpose of electing the settlement method, Counterparty were not the Affected Party); provided that the amount payable in with respect to such termination shall not be greater than (1) the Applicable Percentage, multiplied by (2) the Affected Number of such Affected Transaction pursuant to Section 6 of the AgreementOptions, the Dealer multiplied by (I3) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) shall assume that (x) the relevant Early Conversion sum of (i) the amount of cash paid (if any) to the Holder (as such term is defined in the Indenture) of an Affected Convertible Note upon conversion thereof and any adjustments(ii) the number of Shares delivered (if any) to the Holder of an Affected Convertible Note upon conversion thereof, agreementsmultiplied by the Applicable Limit Price on the settlement date for the cash to be paid and/or the Shares to be delivered to the Holders (as defined in the Indenture) of such Affected Convertible Note, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, minus (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture and (z) the corresponding Convertible Notes remain outstanding.USD 1,000;

Additional Termination Events. If (A) an Amendment Event (as defined below) occurs, (B) an “Event any event of Default” with respect to Counterparty default under the terms of the Convertible Notes Notes, as set forth in Section 6.01 of the Indenture occurs and the outstanding Convertible Notes have been declared immediately due and payable in accordance with Section 6.02 5.01 of the Indenture, (C) a Repayment Event occurs or (D) an Early Conversion occursshall occur with respect to Counterparty, then, (i) in the case of (A), (B) or (C), then such event shall constitute an Additional Termination Event shall occur in applicable to the Transaction with respect of to which (1) Counterparty shall be deemed to be the sole Affected Party and the Transaction shall be the sole Affected Transaction Transaction. If any provision of the Indenture or the Convertible Notes is amended, modified, supplemented or waived without the written consent of Dealer, Counterparty shall provide Dealer and (2) notwithstanding anything the Calculation Agent with notice thereof on or prior to the contrary effective date thereof and, if the Calculation Agent determines that such amendment, modification, supplement or waiver has a material effect on the Transaction or Dealer’s ability to hedge all or a portion (“Affected Portion”) of the Transaction, then such event (an “Amendment Event”) shall constitute an Additional Termination Event with respect to which Counterparty shall be deemed to be the sole Affected Party and the Transaction (or the Affected Portion thereof) shall be the sole Affected Transaction. For the avoidance of doubt, an election by Counterparty to increase the conversion rate pursuant to Section 13.01(e) or Section 13.03(g) of the Indenture shall not constitute an Amendment Event. If any Convertible Notes are repurchased (whether in connection with a put of Convertible Notes by holders thereof pursuant to the Agreementterms of the Indenture as a result of a fundamental change, howsoever defined, or for any other reason) by Counterparty or any of its subsidiaries or if Counterparty gives notice to Dealer shall that it intends to repurchase any Convertible Notes, then Counterparty may notify Dealer that it wishes to designate an Early Termination Date in with respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following to the occurrence portion of the event; provided that, in the case of a Repayment Event, the Transaction shall be subject relating to termination only in respect of the number of Convertible Notes that cease to be outstanding in connection with or as a result of such Repayment Event repurchase and (ii) the parties shall negotiate in good faith and in a commercially reasonable manner the case of (D)timing, (1) an Additional Termination Event shall occur hereunder with respect to a number of Options equal to the number of the relevant Exercisable Options (the “Affected Number of Options”), in which case (x) the sole Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options pricing and Counterparty shall be deemed the sole Affected Party and (y) the Transaction shall remain in full force and effect, except that the Number of Options subject to the Transaction immediately prior to the Conversion Date for such Early Conversion shall as other terms of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; and (3) for designation. For the avoidance of doubt, in determining no such designation shall be made if, after such negotiation, the amount payable in respect parties cannot agree on the terms of such Affected Transaction pursuant designation. Credit Support Provider: Mxxxxx Sxxxxxx Credit Support Document: The letter from Mxxxxx Sxxxxxx to Section 6 Counterparty that guarantees the due and punctual payment of all amounts payable by Dealer under this Confirmation when the Agreement, the Dealer (I) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion same shall become due and (II) shall assume that (x) the relevant Early Conversion and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture and (z) the corresponding Convertible Notes remain outstandingpayable.

Additional Termination Events. If (A) an Amendment Event (as defined below) occurs, (B) an “Event Will apply to Seller. The occurrence of Default” with respect to Counterparty under the terms any of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs following events, and the outstanding Convertible Notes have been declared immediately due and payable in accordance with Section 6.02 of the Indentureonly these events, (C) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in the case of (A), (B) or (C), shall constitute an Additional Termination Event shall occur in respect of which (1) Counterparty Seller shall be the sole Affected Party Party. (a) The BCA is terminated pursuant to its terms prior to the closing of the Business Combination; (b) Where Counterparty receives by the date of closing of the Business Combination an amount less than the proceeds pursuant to the New Money PIPE Subscription Agreement, dated as of June 29, 2023 entered into by the Counterparty and Seller, pursuant to which Counterparty shall issue and sell to Seller 0.5 million shares of Class A common stock, for an aggregate purchase price of $3.5 million; (c) A material and uncured breach of the Transaction shall be PIPE Subscription Agreements by Counterparty or Target; (d) If it is, or, as a consequence of a change in law, regulation or interpretation, it becomes or will become, unlawful for the sole Affected Transaction Seller to perform any of its obligations contemplated by the Transaction; and (2e) notwithstanding Upon the occurrence of any Company Material Adverse Effect, as defined in Section 3(a) of the New Money PIPE Subscription Agreement. Notwithstanding anything to the contrary herein, in the AgreementDefinitions or in the ISDA Form, Dealer shall designate if an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the occurrence of the event; provided that, in the case of a Repayment Event, the Transaction shall be subject to termination only in respect of the number of Convertible Notes that cease to be outstanding in connection with or is designated as a result of such Repayment Event and (ii) in the case of (D), (1) an Additional Termination Event shall occur hereunder with respect to a number of Options equal to the number of the relevant Exercisable Options (the “Affected Number of Options”)Event, in which case (x) the sole Affected then this Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options and Counterparty shall be deemed the sole Affected Party and (y) the Transaction shall remain in full force and effect, except that the Number of Options subject to the Transaction immediately prior to the Conversion Date for such Early Conversion shall will terminate as of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Termination Date in respect without any amounts or other obligations being owed by either party to the other hereunder. Notwithstanding the foregoing, Counterparty’s obligations set forth under the captions, “Reimbursement of such Affected Transaction, which Legal Fees and Other Expenses,” and “Other Provisions — (d) Indemnification” shall be no earlier than one Scheduled Trading Day following survive any termination due to the Conversion Date for the related Early Conversion; and (3) for the avoidance occurrence of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 either of the Agreement, the Dealer (I) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) shall assume that (x) the relevant Early Conversion and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture and (z) the corresponding Convertible Notes remain outstandingforegoing Additional Termination Events.

Additional Termination Events. If (Ai) Notwithstanding anything to the contrary in this Confirmation if (i) an Amendment Event (as defined below) occurs, (B) an “Event event of Default” default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs and or (ii) Counterparty gives Dealer the outstanding Convertible Notes have been declared immediately due and payable in accordance notice required pursuant to the last sentence of this paragraph, then such occurrence or the giving of such notice, as applicable, shall constitute an Additional Termination Event applicable to the Transaction and, with Section 6.02 of the Indenturerespect to such Additional Termination Event, (CA) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in Counterparty shall be deemed to be the case of (A)sole Affected Party, (B) or (C), an Additional Termination Event shall occur in respect of which (1) Counterparty shall be the sole Affected Party and the Transaction shall be the sole Affected Transaction and (2C) notwithstanding anything to the contrary in the Agreement, Dealer shall be the party entitled to designate an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the occurrence pursuant to Section 6(b) of the event; provided that, Agreement (which Early Termination Date shall correspond in the case of a Repayment Repurchase Event (as defined below), if applicable, to a payment date under Section 6(d)(ii) of the Agreement occurring within a commercially reasonable period of time (as determined by Dealer in a commercially reasonable manner in consultation with counsel with regard to legal, regulatory or commercial issues arising in connection with any related hedging or hedge unwind activities) after the date of payment with respect to the Convertible Notes, if applicable, for such Repurchase Event) and determine the amount payable pursuant to Section 6(e) of the Agreement; provided that in the case of a Repurchase Event, the Transaction shall be subject to termination only in respect of a number of Options (the “Affected Number of Options”), equal to the lesser of (A) the number of Convertible Notes that cease to be outstanding in connection with or as a result of such Repayment Event and (ii) in Repurchase Event, as the case of (D)may be, (1) an Additional Termination Event shall occur hereunder with respect to a number of Options equal to the number of the relevant Exercisable Options (minus the “Affected Number of Options”” (as defined in the Base Call Option Confirmation), in which if any, that relate to such Repurchase Event, as the case may be (x) and, for the sole Affected Transaction shall consist purposes of a transaction identical to determining whether any Options under this Confirmation or under the Transaction except that Number of Options for such Affected Transaction shall equal Base Call Option Confirmation will be among the Affected Number of Options and Counterparty shall be deemed hereunder or among the sole “Affected Party and (y) the Transaction shall remain in full force and effect, except that the Number of Options subject to Options” under, and as defined in, the Transaction immediately prior to the Conversion Date for such Early Conversion shall as of such Conversion Date be reduced by Base Call Option Confirmation, the Affected Number of Options; (2) notwithstanding anything Options shall be allocated first to the contrary in the AgreementBase Call Option Confirmation until all Options thereunder are exercised or terminated), Dealer shall designate an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; and (3B) for the number of Options then outstanding. For the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the AgreementAgreement in connection with a Repurchase Event, the Dealer (I) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) Agent shall assume that (x) the relevant Early Conversion and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture and (z) the corresponding Convertible Notes subject to such Repurchase Event shall not have been repurchased and remain outstanding. Counterparty shall notify Dealer promptly following the occurrence of any Repurchase Event; provided that Counterparty agrees to initiate a Repurchase Event only if Counterparty represents to Dealer at the time it takes action to so initiate such Repurchase Event that it is not in possession of any material nonpublic information with respect to Counterparty or the Shares.

Additional Termination Events. If (Ai) Notwithstanding anything to the contrary in this Confirmation if (i) an Amendment Event (as defined below) occurs, (B) an “Event event of Default” default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs and or (ii) Counterparty gives Dealer the outstanding Convertible Notes have been declared immediately due and payable in accordance notice required pursuant to the last sentence of this paragraph, then such occurrence or the giving of such notice, as applicable, shall constitute an Additional Termination Event applicable to the Transaction and, with Section 6.02 of the Indenturerespect to such Additional Termination Event, (CA) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in Counterparty shall be deemed to be the case of (A)sole Affected Party, (B) or (C), an Additional Termination Event shall occur in respect of which (1) Counterparty shall be the sole Affected Party and the Transaction shall be the sole Affected Transaction and (2C) notwithstanding anything to the contrary in the Agreement, Dealer shall be the party entitled to designate an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the occurrence pursuant to Section 6(b) of the event; provided that, Agreement (which Early Termination Date shall correspond in the case of a Repayment Repurchase Event (as defined below), if applicable, to a payment date under Section 6(d)(ii) of the Agreement occurring within a commercially reasonable period of time (as determined by Dealer in a commercially reasonable manner in consultation with counsel with regard to legal, regulatory or commercial issues arising in connection with any related hedging or hedge unwind activities) after the date of payment with respect to the Convertible Notes, if applicable, for such Repurchase Event) and determine the amount payable pursuant to Section 6(e) of the Agreement; provided that in the case of a Repurchase Event, the Transaction shall be subject to termination only in respect of a number of Options (the “Affected Number of Options”), equal to the lesser of (A) the number of Convertible Notes that cease to be outstanding in connection with or as a result of such Repayment Event Repurchase Event, as the case may be, and (iiB) in the case of (D), (1) an Additional Termination Event shall occur hereunder with respect to a number of Options equal to the number of the relevant Exercisable Options (the “Affected Number of Options”), in which case (x) the sole Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options and Counterparty shall be deemed the sole Affected Party and (y) the Transaction shall remain in full force and effect, except that the Number of Options subject to the Transaction immediately prior to the Conversion Date for such Early Conversion shall as of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; and (3) for then outstanding. For the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the AgreementAgreement in connection with a Repurchase Event, the Dealer (I) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) Agent shall assume that (x) the relevant Early Conversion and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture and (z) the corresponding Convertible Notes subject to such Repurchase Event shall not have been repurchased and remain outstanding. Counterparty shall notify Dealer promptly following the occurrence of any Repurchase Event; provided that Counterparty agrees to initiate a Repurchase Event only if Counterparty represents to Dealer at the time it takes action to so initiate such Repurchase Event that it is not in possession of any material nonpublic information with respect to Counterparty or the Shares.

Additional Termination Events. If (i) Notwithstanding anything to the contrary in this Confirmation, upon any Early Conversion in respect of which a “Notice of Conversion” (as defined in the Indenture) that is effective as to Counterparty has been delivered by the relevant converting Holder: (A) Counterparty shall, within five Scheduled Trading Days of the “Conversion Date” (as defined in the Indenture) for such Early Conversion, provide written notice (an Amendment “Early Conversion Notice”) to Dealer specifying the number of Convertible Notes surrendered for conversion on such Conversion Date (such Convertible Notes, the “Affected Convertible Notes”) and the anticipated settlement date, and the giving of such Early Conversion Notice shall constitute an Additional Termination Event as provided in this clause (i); (B) upon receipt of any such Early Conversion Notice, Dealer shall designate an Exchange Business Day as an Early Termination Date (which Exchange Business Day shall correspond to a settlement date in respect of the Affected Number of Options (as defined below) occurs, (Bthat occurs on or as promptly as reasonably practicable after the related conversion settlement date for the Affected Convertible Notes for such Early Conversion) an “Event of Default” with respect to Counterparty under the terms portion of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs and the outstanding Convertible Notes have been declared immediately due and payable in accordance with Section 6.02 of the Indenture, (C) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in the case of (A), (B) or (C), an Additional Termination Event shall occur in respect of which (1) Counterparty shall be the sole Affected Party and the Transaction shall be the sole Affected Transaction and (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the occurrence of the event; provided that, in the case of a Repayment Event, the Transaction shall be subject to termination only in respect of the number of Convertible Notes that cease to be outstanding in connection with or as a result of such Repayment Event and (ii) in the case of (D), (1) an Additional Termination Event shall occur hereunder with respect corresponding to a number of Options equal to the number of the relevant Exercisable Options (the “Affected Number of Options”), in which case ) equal to the lesser of (x) the sole number of Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options and Counterparty shall be deemed the sole Affected Party Convertible Notes and (y) the Transaction shall remain in full force and effect, except that the Number of Options subject to the Transaction immediately prior to as of the Conversion Date for such Early Conversion shall as of such Conversion Date be reduced by the Affected Number of OptionsConversion; (2C) notwithstanding anything any payment hereunder with respect to the contrary in the Agreement, Dealer shall designate an Early Termination Date in respect of such Affected Transaction, which termination shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; and (3) for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction calculated pursuant to Section 6 of the Agreement, the Dealer (I) shall, Agreement as if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) shall assume that (x) an Early Termination Date had been designated in respect of a Transaction having terms identical to the relevant Early Conversion Transaction and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf a Number of Counterparty leading thereto had not occurredOptions equal to the Affected Number of Options, (y) no adjustments Counterparty were the sole Affected Party with respect to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture such Additional Termination Event and (z) the corresponding Convertible Notes remain outstanding.terminated portion of the Transaction were the

Additional Termination Events. If (Ai) an Amendment Event Counterparty shall notify Nomura in writing of (a) any “Conversion Date” (as defined below) occurs, (B) an “Event of Default” with respect to Counterparty under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs and the outstanding Convertible Notes have been declared immediately due and payable in accordance with Section 6.02 of the Indenture, (C) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in the case Certificate of (ADesignation), (Bx) or (C), an Additional Termination Event shall occur in respect of which a “Notice of Conversion” (1within the meaning of the Certificate of Designation) that is effective as to Counterparty shall be has been delivered by the sole Affected Party and the Transaction shall be the sole Affected Transaction converting holder and (2y) notwithstanding that occurs prior to the Expiration Date (an “Early Conversion Date”), and (b) the number of Convertible Preferred Shares so converted, no later than 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately following such Early Conversion Date (any such notice, an “Early Conversion Notice”). Notwithstanding anything to the contrary in this Confirmation, the Agreementreceipt by Nomura from Counterparty, Dealer within the applicable time period set forth in the immediately preceding sentence, of an Early Conversion Notice shall constitute an Additional Termination Event as provided in this Section 9(f)(i). Upon receipt of any such Early Conversion Notice, Nomura shall designate an Exchange Business Day following such Additional Termination Event as an Early Termination Date in with respect to the portion of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following this Transaction corresponding to a number of Options (the occurrence “Early Conversion Options”) equal to the lesser of the event; provided that, in the case of a Repayment Event, the Transaction shall be subject to termination only in respect of (A) the number of Convertible Notes Preferred Shares specified in such Early Conversion Notice less the number of “Early Conversion Options” (as defined in the letter agreement re: Base Capped Call Option Transaction, between the parties hereto, dated May 13, 2015 (the “Base Capped Call Option Confirmation”), if any, that cease relate to be outstanding in connection with or such Early Conversion Notice and (B) the Number of Options as a result of the date Nomura designates such Early Termination Date and, as of such Repayment Event and (ii) in date, the case Number of (D), Options shall be reduced by the number of Early Conversion Options. Any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 of the Agreement as if (1) an Additional Early Termination Event shall occur hereunder with Date had been designated in respect of a Transaction having terms identical to this Transaction and a number Number of Options equal to the number of Early Conversion Options, (2) Counterparty were the relevant Exercisable Options sole Affected Party with respect to such Additional Termination Event and (3) the “Affected Number terminated portion of Options”), in which case (x) the Transaction were the sole Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options and Counterparty shall be deemed the sole Affected Party and (y) the Transaction shall remain in full force and effectand, except that the Number of Options subject to the Transaction immediately prior to the Conversion Date for such Early Conversion shall as of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; and (3) for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Dealer (I) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) Agent shall assume that (x) the relevant Early Conversion and not take into account any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Option Entitlement that result from corresponding adjustments to the “Conversion Ratio have occurred Rate” (as defined in the Certificate of Designation) pursuant to Section 12.03 or Section 12.04(h) 12 of the Indenture and (z) the corresponding Convertible Notes remain outstandingCertificate of Designation).

Additional Termination Events. If (A) an Amendment Event (as defined below) occurs, (B) an “Event Will apply to Seller. The occurrence of Default” with respect to Counterparty under the terms any of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs following events, and the outstanding Convertible Notes have been declared immediately due and payable in accordance with Section 6.02 of the Indentureonly these events, (C) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in the case of (A), (B) or (C), shall constitute an Additional Termination Event shall occur in respect of which (1) Counterparty Seller shall be the sole Affected Party Party. (a) The BCA is terminated pursuant to its terms prior to the closing of the Business Combination; (b) Where Counterparty receives by the date of closing of the Business Combination an amount less than the proceeds pursuant to the New Money PIPE Subscription Agreement, dated as of June 29, 2023 entered into by the Counterparty and Seller, pursuant to which Counterparty shall issue and sell to Seller 0.5 million shares of Class A common stock, for an aggregate purchase price of $3.5 million; (c) A material and uncured breach of the Transaction shall be PIPE Subscription Agreements by Counterparty or Target; (d) If it is, or, as a consequence of a change in law, regulation or interpretation, it becomes or will become, unlawful for the sole Affected Transaction Seller to perform any of its obligations contemplated by the Transaction; and (2e) notwithstanding Upon the occurrence of any Company Material Adverse Effect, as defined in Section 3(a) of the New Money PIPE Subscription Agreement. Notwithstanding anything to the contrary herein, in the AgreementDefinitions or in the ISDA Form, Dealer shall designate if an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the occurrence of the event; provided that, in the case of a Repayment Event, the Transaction shall be subject to termination only in respect of the number of Convertible Notes that cease to be outstanding in connection with or is designated as a result of such Repayment Event and (ii) in the case of (D), (1) an Additional Termination Event shall occur hereunder with respect to a number of Options equal to the number of the relevant Exercisable Options (the “Affected Number of Options”)Event, in which case (x) the sole Affected then this Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options and Counterparty shall be deemed the sole Affected Party and (y) the Transaction shall remain in full force and effect, except that the Number of Options subject to the Transaction immediately prior to the Conversion Date for such Early Conversion shall will terminate as of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Termination Date in without any amounts or other obligations being owed by either party to the other hereunder. Notwithstanding the foregoing, Counterparty’s obligations set forth under the captions, “Reimbursement of Legal Fees and Other Expenses,” and “Other Provisions — (d) Indemnification” shall survive any termination due to the occurrence of either of the foregoing Additional Termination Events. Governing Law: New York law (without reference to choice of law doctrine other than Sections 5-1401 and 5-1402 of the General Obligations Law). Credit Support Provider: With respect of such Affected Transactionto Seller and Counterparty, which shall be no earlier than one Scheduled Trading Day None. Local Business Days: Seller specifies the following the Conversion Date places for the related Early Conversion; and (3) purposes of the definition of Local Business Day as it applies to it: New York. Counterparty specifies the following places for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 purposes of the Agreement, the Dealer (I) shall, if the Early Conversion relates definition of Local Business Day as it applies to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) shall assume that (x) the relevant Early Conversion and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture and (z) the corresponding Convertible Notes remain outstandingit: New York.

Additional Termination Events. If (A) an Amendment Event (as defined below) occurs, (B) an “Event any event of Default” with respect to Counterparty default under the terms of the Convertible Notes Notes, as set forth in Section 6.01 of the Indenture occurs and the outstanding Convertible Notes have been declared immediately due and payable in accordance with Section 6.02 5.01 of the Indenture, (C) a Repayment Event occurs or (D) an Early Conversion occursshall occur with respect to Counterparty, then, (i) in the case of (A), (B) or (C), then such event shall constitute an Additional Termination Event shall occur in applicable to the Transaction with respect of to which (1) Counterparty shall be deemed to be the sole Affected Party and the Transaction shall be the sole Affected Transaction Transaction. If any provision of the Indenture or the Convertible Notes is amended, modified, supplemented or waived without the written consent of Bank, Counterparty shall provide Bank and (2) notwithstanding anything the Calculation Agent with notice thereof on or prior to the contrary effective date thereof and, if the Calculation Agent determines that such amendment, modification, supplement or waiver has a material effect on the Transaction or Bank’s ability to hedge all or a portion (“Affected Portion”) of the Transaction, then such event (an “Amendment Event”) shall constitute an Additional Termination Event with respect to which Counterparty shall be deemed to be the sole Affected Party and the Transaction (or the Affected Portion thereof) shall be the sole Affected Transaction. For the avoidance of doubt, an election by Counterparty to increase the conversion rate pursuant to Section 13.01(e) or Section 13.03(g) of the Indenture shall not constitute an Amendment Event. If any Convertible Notes are repurchased (whether in connection with a put of Convertible Notes by holders thereof pursuant to the Agreementterms of the Indenture as a result of a fundamental change, Dealer shall howsoever defined, or for any other reason) by Counterparty or any of its subsidiaries, or if Counterparty gives notice to Bank that it intends to repurchase any Convertible Notes, then Counterparty may notify Bank that it wishes to designate an Early Termination Date in with respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following to the occurrence portion of the event; provided that, in the case of a Repayment Event, the Transaction shall be subject relating to termination only in respect of the number of Convertible Notes that cease to be outstanding in connection with or as a result of such Repayment Event repurchase and (ii) the parties shall negotiate in good faith and in a commercially reasonable manner the case of (D)timing, (1) an Additional Termination Event shall occur hereunder with respect to a number of Options equal to the number of the relevant Exercisable Options (the “Affected Number of Options”), in which case (x) the sole Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options pricing and Counterparty shall be deemed the sole Affected Party and (y) the Transaction shall remain in full force and effect, except that the Number of Options subject to the Transaction immediately prior to the Conversion Date for such Early Conversion shall as other terms of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; and (3) for designation. For the avoidance of doubt, in determining no such designation shall be made if, after such negotiation, the amount payable in respect parties cannot agree on the terms of such Affected Transaction pursuant to Section 6 of the Agreement, the Dealer (I) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) shall assume that (x) the relevant Early Conversion and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture and (z) the corresponding Convertible Notes remain outstanding.designation. Credit Support Provider: Inapplicable Credit Support Document: Inapplicable

Additional Termination Events. Additional Termination Events will apply: (a) If (A) an Amendment Event (as defined below) occurs, (B) an “Event of Default” with respect to Counterparty under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs a Rating Agency Downgrade has occurred and the outstanding Convertible Notes have been declared immediately due and payable in accordance BSFP has not complied with Section 6.02 of the Indenture9 below, (C) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in the case of (A), (B) or (C), then an Additional Termination Event shall occur have occurred with respect to BSFP and BSFP shall be the sole Affected Party with respect to such an Additional Termination Event. (b) If the Trustee is unable to pay its Class A Certificates or fails or admits in writing its inability to pay its Class A Certificates as they become due, then an Additional Termination Event shall have occurred with respect of which (1) to Counterparty and Counterparty shall be the sole Affected Party with respect to such Additional Termination Event. (c) If, at any time, the Majority Class CE Certificateholder or the Master Servicer, as applicable, purchases the Mortgage Loans pursuant to Section 10.01 of the Pooling and the Transaction Servicing Agreement, then an Additional Termination Event shall have occurred and Counterparty shall be the sole Affected Transaction and (2Party with respect thereto; provided, however, that notwithstanding Section 6(b)(iv) notwithstanding anything to of the contrary in the ISDA Form Master Agreement, Dealer both BSFP and Counterparty shall have the right to designate an Early Termination Date (such Termination Date shall not be later than the date on which the Mortgage Loans are purchased) in respect of such Affected Transactionthis Additional Termination Event. (d) If, which shall be no earlier than one Scheduled Trading Day following upon the occurrence of the event; provided thata Swap Disclosure Event (as defined in paragraph 15 below) BSFP has not, in the case of a Repayment Event, the Transaction shall be subject to termination only in respect within 10 Business Days after such Swap Disclosure Event complied with any of the number provisions set forth in clause (iii) of Convertible Notes that cease to be outstanding in connection with or as a result of such Repayment Event and (ii) in the case of (D)paragraph 15 below, (1) then an Additional Termination Event shall occur hereunder have occurred with respect to a number of Options equal to the number of the relevant Exercisable Options (the “Affected Number of Options”), in which case (x) the sole Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options BSFP and Counterparty BSFP shall be deemed the sole Affected Party and (y) the Transaction shall remain in full force and effect, except that the Number of Options subject with respect to the Transaction immediately prior to the Conversion Date for such Early Conversion shall as of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Additional Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; and (3) for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Dealer (I) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) shall assume that (x) the relevant Early Conversion and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture and (z) the corresponding Convertible Notes remain outstanding.Event

Additional Termination Events. Additional Termination Events will apply: (a) If (A) an Amendment Event (as defined below) occursa Rating Agency Downgrade has occurred and BSFP has not, (B) an “Event of Default” with respect to Counterparty under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs and the outstanding Convertible Notes have been declared immediately due and payable in accordance within 30 days, complied with Section 6.02 of the Indenture9 below, (C) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in the case of (A), (B) or (C), then an Additional Termination Event shall occur have occurred with respect to BSFP and BSFP shall be the sole Affected Party with respect to such an Additional Termination Event. (b) If the Counterparty is unable to pay its Class A Certificates or fails or admits in writing its inability to pay its Class A Certificates as they become due, then an Additional Termination Event shall have occurred with respect to Counterparty and Counterparty shall be the sole Affected Party with respect to such Additional Termination Event. (c) If, at any time, the Mortgage Loans are purchased pursuant to Section 11.01 of the Pooling and Servicing Agreement, then an Additional Termination Event shall have occurred with respect to Counterparty and Counterparty shall be the sole Affected Party with respect to such Additional termination Event; provided, however, that notwithstanding Section 6(b)(iv) of the ISDA Form Master Agreement, only Counterparty shall have the right to designate an Early Termination Date in respect of this Additional Termination Event. (d) If, upon the occurrence of a Swap Disclosure Event (as defined in paragraph 15 below) BSFP has not, within 10 Business Days after such Swap Disclosure Event complied with any of the provisions set forth in clause (iii) of paragraph 15 below, then an Additional Termination Event shall have occurred with respect to BSFP and BSFP shall be the sole Affected Party with respect to such Additional Termination Event. (e) Without the prior written consent of BSFP, Counterparty shall not consent to any amendment or supplemental agreement to the Pooling and Servicing Agreement or the Swap Administration Agreement if such amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of BSFP. Counterparty will furnish to BSFP a copy of each proposed and each executed amendment or supplemental agreement and copies of any related Rating Agency confirmation therewith, if any. The failure by Counterparty to comply with the above shall constitute an Additional Termination Event hereunder, upon which (1) Counterparty shall be the sole Affected Party and the Transaction all Transactions hereunder shall be the sole Affected Transaction and (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the occurrence of the event; provided that, in the case of a Repayment Event, the Transaction shall be subject to termination only in respect of the number of Convertible Notes that cease to be outstanding in connection with or as a result of such Repayment Event and (ii) in the case of (D), (1) an Additional Termination Event shall occur hereunder with respect to a number of Options equal to the number of the relevant Exercisable Options (the “Affected Number of Options”), in which case (x) the sole Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options and Counterparty shall be deemed the sole Affected Party and (y) the Transaction shall remain in full force and effect, except that the Number of Options subject to the Transaction immediately prior to the Conversion Date for such Early Conversion shall as of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; and (3) for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Dealer (I) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) shall assume that (x) the relevant Early Conversion and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture and (z) the corresponding Convertible Notes remain outstandingTransactions.

Additional Termination Events. If (A) an Amendment Event (as defined below) occurs, (B) an “Event of Default” with respect to Counterparty under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs and the outstanding Convertible Notes have been declared immediately due and payable in accordance with Section 6.02 of the Indenture, (C) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in the case of (A), (B) or (C), an Additional Termination Event shall occur in respect of which (1) Counterparty shall be the sole Affected Party and the Transaction shall be the sole Affected Transaction and (2) notwithstanding Notwithstanding anything to the contrary in this Confirmation, the Agreementreceipt by Dealer from Counterparty, within the applicable time period set forth under “Notice of Exercise” above, of any Notice of Exercise in respect of Options to which additional Shares would be added to the Conversion Rate as determined pursuant to Section 11.01(b)(iv) of the Indenture in connection with a “Make-Whole Fundamental Change” (as defined in and determined pursuant to the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(h). Upon receipt of any such Notice of Exercise, Dealer shall designate an Exchange Business Day following such Additional Termination Event (which Exchange Business Day shall in no event be earlier than the related settlement date for such Convertible Notes) as an Early Termination Date in with respect to the portion of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following this Transaction corresponding to a number of Options (the occurrence “Make-Whole Conversion Options”) equal to the lesser of the event; provided that, in the case of a Repayment Event, the Transaction shall be subject to termination only in respect of (A) the number of Convertible Notes that cease to be outstanding such Options specified in connection with or such Notice of Exercise and (B) the Number of Options as a result of the date Dealer designates such Early Termination Date and, as of such Repayment Event and (ii) in date, the case Number of (D), Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 of the Agreement as if (1) an Additional Early Termination Event shall occur hereunder with Date had been designated in respect of a Transaction having terms identical to this Transaction and a number Number of Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the relevant Exercisable Options sole Affected Party with respect to such Additional Termination Event and (3) the “Affected Number terminated portion of Options”), in which case (x) the Transaction were the sole Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options and Counterparty shall be deemed the sole Affected Party and (y) the Transaction shall remain in full force and effectand, except that the Number of Options subject to the Transaction immediately prior to the Conversion Date for such Early Conversion shall as of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; and (3) for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Dealer Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate as determined pursuant to Section 11.07 of the Indenture); provided that (Ii) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the determining “Calculation PeriodClose-out Amount” under this Section 9(h), the Indenture for definition of such term shall be amended by adding the related words “and the Make-Whole Fundamental Change” after the words “Early Conversion Termination Date” and before “, have been required” in the first paragraph of such definition, and (IIii) the amount payable in respect of such early termination by Dealer to Counterparty shall assume that not be greater than the product of (x) the relevant Early Conversion Applicable Percentage and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no the excess of (I) (1) the number of Make-Whole Conversion Options, multiplied by (2) the Conversion Rate (after taking into account any applicable adjustments to the Conversion Ratio have occurred Rate as determined pursuant to Section 12.03 or Section 12.04(h) 11.07 of the Indenture and Indenture), multiplied by (z3) the corresponding Convertible Notes remain outstandingopening price per Share on the Exchange on the Settlement Date as determined by the Calculation Agent over (II) USD1,000 multiplied by the number of Make-Whole Conversion Options. For the avoidance of doubt, to the extent Shares are trading following the occurrence of a Make-Whole Fundamental Change, any price per Share relevant to calculating the amount payable under Section 6 of the Agreement under this section shall be the market price following such occurrence.

Additional Termination Events. If Will apply to Seller and to Counterparty and Seller and Counterparty shall each be the Affected Party. The occurrence of any of the following events shall constitute an Additional Termination Event: (Aa) an Amendment Event The Business Combination fails to close on or before the Outside Date (as defined belowin the Merger Agreement) occurs(as such Outside Date may be amended or extended from time to time); and(b) The Merger Agreement is terminated prior to the closing of the Business Combination; and (c) If it is, (B) an “Event or, as a consequence of Default” with respect a change in law, regulation or interpretation, it becomes or will become, unlawful for the Seller or the Counterparty to Counterparty perform any of its obligations contemplated by the Transaction; and Notwithstanding the foregoing, Counterparty’s obligations set forth under the terms captions, “Reimbursement of Legal Fees and Other Expenses,” and “Other Provisions — (d) Indemnification” shall survive any termination due to the occurrence of either of the Convertible Notes foregoing Additional Termination Events. Upon any termination that occurs following the closing of the Business Combination due to paragraph (c) above, Counterparty shall be obligated to promptly accept for redemption all of Seller’s Shares in exchange for the Redemption Price; provided that, any amount owed by Counterparty shall be reduced by any Prepayment Amount previously paid. Except as set forth in Section 6.01 of the Indenture occurs and the outstanding Convertible Notes have been declared immediately due and payable preceding sentence, in accordance with Section 6.02 of the Indenture, (C) a Repayment Event occurs all other circumstances no further payments or (D) an Early Conversion occurs, then, (i) in the case of (A), (B) or (C), an Additional Termination Event shall occur in respect of which (1) Counterparty deliveries shall be the sole Affected Party and the Transaction shall be the sole Affected Transaction and (2) notwithstanding anything due by either Seller to the contrary in the Agreement, Dealer shall designate an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the occurrence of the event; provided that, in the case of a Repayment Event, the Transaction shall be subject Counterparty or Counterparty to termination only Seller in respect of the number of Convertible Notes that cease to be outstanding in connection with or as a result of such Repayment Event and (ii) in the case of (D)Transaction, (1) an Additional Termination Event shall occur hereunder with respect to a number of Options equal to the number of the relevant Exercisable Options (the “Affected Number of Options”), in which case (x) the sole Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options and Counterparty shall be deemed the sole Affected Party and (y) the Transaction shall remain in full force and effect, except that the Number of Options subject to the Transaction immediately prior to the Conversion Date for such Early Conversion shall as of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Termination Date including without limitation in respect of such Affected any settlement amount, breakage costs or any amounts representing the future value of the Transaction, which and neither party shall be no earlier than one Scheduled Trading Day following have any further obligation under the Conversion Date Transaction and, for the related Early Conversion; avoidance of doubt and (3) for without limitation, no payments will have accrued or be due under Sections 2, 6 or 11 of the ISDA Form. For the avoidance of doubt, Counterparty as referenced in determining this paragraph shall only mean ARRW, not the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Dealer (I) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) shall assume that (x) the relevant Early Conversion and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture and (z) the corresponding Convertible Notes remain outstandingTarget.

Additional Termination Events. If (A) an Amendment Event (Additional Termination Events will apply as defined specified below) occurs, (B) an “Event of Default” with respect to Counterparty under the terms : The occurrence of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs following shall constitute an Additional Termination Event: If a Rating Agency Downgrade has occurred and the outstanding Convertible Notes have been declared immediately due and payable in accordance Party A has not complied with Section 6.02 of the Indentureparagraph (j) above, (C) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in the case of (A), (B) or (C), then an Additional Termination Event shall occur in have occurred with respect of which (1) Counterparty to Party A and Party A shall be the sole Affected Party with respect to such an Additional Termination Event. If, at any time, the Master Servicer purchases the Mortgage Loans pursuant to Section 10.01 of the Pooling and the Transaction Servicing Agreement, then an Additional Termination Event shall have occurred and Party B shall be the sole Affected Transaction and (2Party with respect thereto; provided, however, that notwithstanding Section 6(b)(iv) notwithstanding anything to the contrary in of the Agreement, Dealer both Party A and Party B shall have the right to designate an Early Termination Date in respect of such Affected Transactionthis Additional Termination Event; provided, which further, that the Early Termination Date shall not be no earlier than one Scheduled Trading Day following prior to the Optional Termination Date. If, upon the occurrence of the event; provided thata Regulation AB Event (as defined in Part 5(o) below) Party A has not, in the case of a Repayment Event, the Transaction shall be subject to termination only in respect within 30 days after such Regulation AB Event complied with any of the number provisions set forth in Part 5(o)(iii) below (provided that if the significance percentage reaches 10% after a Regulation AB Event has occurred, Party A must comply with the provisions set forth in Part 5(o)(iii) below within 10 days of Convertible Notes that cease to be outstanding in connection with or as a result Party A being informed of such Repayment Event and (ii) in the case of (Dsignificance percentage reaching 10%), (1) then an Additional Termination Event shall occur hereunder have occurred with respect to a number of Options equal to the number of the relevant Exercisable Options (the “Affected Number of Options”), in which case (x) the sole Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options Party A and Counterparty Party A shall be deemed the sole Affected Party and (y) the Transaction shall remain in full force and effect, except that the Number of Options subject with respect to the Transaction immediately prior to the Conversion Date for such Early Conversion shall as of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Additional Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; and (3) for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Dealer (I) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) shall assume that (x) the relevant Early Conversion and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture and (z) the corresponding Convertible Notes remain outstandingEvent.

Additional Termination Events. If (A) Notwithstanding anything to the contrary in this Confirmation if an Amendment Event (as defined below) occurs, (B) an “Event event of Default” default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs and the outstanding Convertible Notes have been declared immediately due and payable in accordance with Section 6.02 of the Indenture, (C) a Repayment then such event of default shall constitute an Additional Termination Event occurs or (D) an Early Conversion occursapplicable to the Transaction and, thenwith respect to such Additional Termination Event, (iA) in Counterparty shall be deemed to be the case of (A)sole Affected Party, (B) or (C), an Additional Termination Event shall occur in respect of which (1) Counterparty shall be the sole Affected Party and the Transaction shall be the sole Affected Transaction and (2C) notwithstanding Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. Notwithstanding anything to the contrary in this Confirmation, the Agreementreceipt by Dealer from Counterparty, within the applicable time period set forth opposite "Notice of Exercise" in Section 2, of any Notice of Exercise in respect of Options that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate (as defined in the Indenture) pursuant to Section 14.03 of the Indenture in connection with a "Make-Whole Fundamental Change" (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 7(h)(ii). Upon receipt of any such Notice of Exercise, Dealer shall designate an Exchange Business Day following such Additional Termination Event (which Exchange Business Day shall in no event be earlier than the related settlement date for such Convertible Notes) as an Early Termination Date in with respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following to the occurrence portion of the event; provided that, in Transaction corresponding to a number of Options (the case "Make-Whole Conversion Options") equal to the lesser of a Repayment Event, the Transaction shall be subject to termination only in respect of (A) the number of such Options specified in such Notice of Exercise [minus the number of "Make-Whole Conversion Options" (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes that cease to be outstanding in connection with or Notes]12 and (B) the Number of Options as a result of the date Dealer designates such Early Termination Date and, as of such Repayment Event and date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (iithe "Make-Whole Unwind Payment") in shall be calculated pursuant to Section 6 of the case of (D), Agreement as if (1) an Additional Early Termination Event shall occur hereunder with Date had been designated in respect of a Transaction having terms identical to the Transaction and a number Number of Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the relevant Exercisable Options sole Affected Party with respect to such Additional Termination Event and (3) the “Affected Number terminated portion of Options”), in which case (x) the Transaction were the sole Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options and Counterparty shall be deemed the sole Affected Party and (y) the Transaction shall remain in full force and effectand, except that the Number of Options subject to the Transaction immediately prior to the Conversion Date for such Early Conversion shall as of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; and (3) for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Dealer Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate (Ias defined in the Indenture) shall, if pursuant to Section 14.03 of the Early Conversion relates to more than USD1,000,000.00 principal Indenture); provided that the amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes cash deliverable in respect of such determination over a period consistent with early termination by Dealer to Counterparty shall not be greater than the “Calculation Period” under the Indenture for the related Early Conversion and (II) shall assume that product of (x) the relevant Early Conversion Applicable Percentage and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no the excess of (I) (1) the number of Make-Whole Conversion Options multiplied by (2) the Conversion Rate (as defined in the Indenture, and after taking into account any applicable adjustments to the Conversion Ratio have occurred Rate pursuant to Section 12.03 or Section 12.04(h) 14.03 of the Indenture and Indenture) multiplied by (z3) a market price per Share determined by the Calculation Agent in a commercially reasonable manner over (II) the corresponding aggregate principal amount of such Convertible Notes remain outstandingNotes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect in the relevant Notice of Exercise to receive any Make-Whole Unwind Payment in Shares, in which case, in lieu of making such Make-Whole Unwind Payment as set forth above, Dealer shall deliver to Counterparty, within a commercially reasonable period of time after such designation as determined by Dealer (taking into account existing liquidity conditions and Dealer's hedging and hedge unwind activity or settlement activity in connection with such delivery) a number of Shares equal to (A) such Make-Whole Unwind Payment, divided by (B) a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner; provided that Counterparty may elect to receive a Make-Whole Unwind Payment in Shares only if Counterparty represents and warrants to Dealer in writing on the date of such election that Counterparty is not in possession of any material non-public information regarding Counterparty or the Shares. __________________ 12 Insert in Additional Call Option Confirmation only.

Additional Termination Events. (a) If (A) an Amendment Event (as defined below) occurs, (B) an “Event of Default” with respect to Counterparty under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs a Rating Agency Downgrade has occurred and the outstanding Convertible Notes have been declared immediately due and payable in accordance BSFP has not complied with Section 6.02 of the Indenture8 above, (C) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in the case of (A), (B) or (C), then an Additional Termination Event shall occur have occurred with respect to BSFP and BSFP shall be the sole Affected Party with respect to such an Additional Termination Event. (b) If the Trustee is unable to pay its Class A Certificates or fails or admits in writing its inability to pay its Class A Certificates as they become due, then an Additional Termination Event shall have occurred with respect of which (1) to Counterparty and Counterparty shall be the sole Affected Party with respect to such Additional Termination Event. (c) If, at any time, the Majority Class CE Certificateholder or the Master Servicer, as applicable, purchases the Mortgage Loans pursuant to Section 10.01 of the Pooling and the Transaction Servicing Agreement, then an Additional Termination Event shall have occurred and Counterparty shall be the sole Affected Transaction and (2Party with respect thereto; provided, however, that notwithstanding Section 6(b)(iv) notwithstanding anything to of the contrary in the ISDA Form Master Agreement, Dealer both BSFP and Counterparty shall have the right to designate an Early Termination Date (such Termination Date shall not be later than the date on which the Mortgage Loans are purchased) in respect of such Affected Transactionthis Additional Termination Event. (d) If, which shall be no earlier than one Scheduled Trading Day following upon the occurrence of the event; provided thata Swap Disclosure Event (as defined in paragraph 15 below) BSFP has not, in the case of a Repayment Event, the Transaction shall be subject to termination only in respect within 10 Business Days after such Swap Disclosure Event complied with any of the number provisions set forth in clause (iii) of Convertible Notes that cease to be outstanding in connection with or as a result of such Repayment Event and (ii) in the case of (D)paragraph 15 below, (1) then an Additional Termination Event shall occur hereunder have occurred with respect to a number of Options equal to the number of the relevant Exercisable Options (the “Affected Number of Options”), in which case (x) the sole Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options BSFP and Counterparty BSFP shall be deemed the sole Affected Party and (y) the Transaction shall remain in full force and effect, except that the Number of Options subject with respect to the Transaction immediately prior to the Conversion Date for such Early Conversion shall as of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Additional Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; and (3) for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Dealer (I) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) shall assume that (x) the relevant Early Conversion and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture and (z) the corresponding Convertible Notes remain outstanding.Event

Additional Termination Events. If (A) an Amendment Event (Additional Termination Events will apply as defined specified below) occurs, (B) an “Event of Default” with respect to Counterparty under the terms : The occurrence of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs following shall constitute an Additional Termination Event: If a Rating Agency Downgrade has occurred and the outstanding Convertible Notes have been declared immediately due and payable in accordance Party A has not complied with Section 6.02 of the Indentureparagraph (j) above, (C) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in the case of (A), (B) or (C), then an Additional Termination Event shall occur in have occurred with respect of which (1) Counterparty to Party A and Party A shall be the sole Affected Party with respect to such an Additional Termination Event. If, at any time, the Terminator purchases the Mortgage Loans pursuant to Section 10.01 of the Pooling and the Transaction Servicing Agreement, then an Additional Termination Event shall have occurred and Party B shall be the sole Affected Transaction and (2Party with respect thereto; provided, however, that notwithstanding Section 6(b)(iv) notwithstanding anything to of the contrary in the Master Agreement, Dealer both Party A and Party B shall have the right to designate an Early Termination Date in respect of this Additional Termination Event; provided, further, that the Early Termination Date shall not be prior to the Optional Termination Date. If, at any time, the Pooling and Servicing Agreement is amended or modified without the prior written consent of Party A (such Affected Transactionconsent not to be unreasonably withheld), which shall be no earlier than one Scheduled Trading Day following where such consent is required under the occurrence terms of the event; provided thatPooling and Servicing Agreement, in the case of a Repayment Event, the Transaction shall be subject to termination only in respect of the number of Convertible Notes that cease to be outstanding in connection with or as a result of such Repayment Event and (ii) in the case of (D), (1) then an Additional Termination Event shall occur hereunder have occurred and Party B shall be the sole Affected Party. If, upon the occurrence of a Regulation AB Event (as defined in Part 5(o) below) Party A has not, within 30 days after such Regulation AB Event complied with any of the provisions set forth in Part 5(o)(iii) below (provided that if the significance percentage reaches 10% after a Regulation AB Event has occurred, Party A must comply with the provisions set forth in Part 5(o)(iii) below within 10 calendar days of Party A being informed of the significance percentage reaching 10%), then an Additional Termination Event shall have occurred with respect to a number of Options equal to the number of the relevant Exercisable Options (the “Affected Number of Options”), in which case (x) the sole Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options Party A and Counterparty Party A shall be deemed the sole Affected Party and (y) the Transaction shall remain in full force and effect, except that the Number of Options subject with respect to the Transaction immediately prior to the Conversion Date for such Early Conversion shall as of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Additional Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; and (3) for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Dealer (I) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) shall assume that (x) the relevant Early Conversion and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture and (z) the corresponding Convertible Notes remain outstandingEvent.

Additional Termination Events. If The occurrence of (A) an Amendment Event (as defined below) occurs, (Bi) an “Event of Default” with respect to Counterparty under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs that has resulted in the principal and the outstanding interest with respect to the Convertible Notes have been declared becoming immediately due and payable in accordance with Section 6.02 of the Indenture, (C) a Repayment Event occurs or (Dii) an Early Conversion occurs, then, (i) in the case of (A), (B) or (C), Amendment Event shall be an Additional Termination Event shall occur Event, in respect of which (1) each case with the Transaction as the sole Affected Transaction and Counterparty shall be as the sole Affected Party and Dealer as the Transaction party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. For the avoidance of doubt, the relevant Early Termination Amount in respect of an Amendment Event shall be calculated without giving effect to the sole Affected Transaction relevant amendment. Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (2) notwithstanding whether pursuant to Section 3.01 of the Indenture or otherwise), Counterparty shall notify Dealer in writing of such repurchase and cancellation and the aggregate principal amount of Convertible Notes so repurchased and cancelled (any such notice, a “Repurchase Notice”). Notwithstanding anything to the contrary in this Confirmation, the Agreementreceipt by Dealer from Counterparty of any Repurchase Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this clause (ii). Upon receipt of any such Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Repurchase Notice (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the repurchase of such Convertible Notes) as an Early Termination Date in with respect to the portion of this Transaction corresponding to a number of Capped Note Hedging Units (the “Repurchase Capped Note Hedging Units”) equal to the lesser of (A) (x) the product of (1) the Applicable Percentage and (2) the aggregate principal amount of such Affected TransactionConvertible Notes specified in such Repurchase Notice, which shall be no earlier than one Scheduled Trading Day following the occurrence of the event; provided that, in the case of a Repayment Event, the Transaction shall be subject to termination only in respect of divided by USD 1,000 minus (y) the number of “Repurchase Capped Note Hedging Units” (as defined in the Base Capped Call Confirmation), if any, that relate to such Convertible Notes that cease to be outstanding in connection with or and (B) the Number of Capped Note Hedging Units as a result of the date Dealer designates such Early Termination Date and, as of such Repayment Event and (ii) in date, the case Number of (D), Capped Note Hedging Units shall be reduced by the number of Repurchase Capped Note Hedging Units. Any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 of the Agreement as if (1) an Additional Early Termination Event shall occur hereunder with Date had been designated in respect of a Transaction having terms identical to this Transaction and a number Number of Options Capped Note Hedging Units equal to the number of the relevant Exercisable Options Repurchase Capped Note Hedging Units, (the “Affected Number of Options”), in which case (x2) the sole Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options and Counterparty shall be deemed were the sole Affected Party with respect to such Additional Termination Event and (y3) the Transaction shall remain in full force and effect, except that the Number terminated portion of Options subject to the Transaction immediately prior to were the Conversion Date for such Early Conversion shall as sole Affected Transaction. Counterparty acknowledges its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of such Conversion Date be reduced the Exchange Act and the rules and regulations thereunder, in respect of any action taken by Counterparty in respect of a repurchase and cancellation of Convertible Notes, including, without limitation, the Affected Number delivery of Options; (2) notwithstanding a Repurchase Notice. Notwithstanding anything to the contrary in this Confirmation, the Agreementreceipt by Dealer from Counterparty, within the applicable time period set forth under “Notice of Exercise” above, of any Notice of Exercise in respect of Capped Note Hedging Units that relate to Early Exercise Convertible Notes shall constitute an Additional Termination Event as provided in this paragraph. Upon receipt of any such Notice of Exercise, Dealer shall designate an Exchange Business Day following such Additional Termination Event (which Exchange Business Day shall be on or as reasonably practicable after the related settlement date for such Early Exercise Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Capped Note Hedging Units (the “Early Exercise Capped Note Hedging Units”) equal to the lesser of (A) (x) the product of (1) the Applicable Percentage and (2) the aggregate principal amount of such Early Exercise Convertible Notes specified in such Exercise Notice, divided by USD 1,000 minus (y) the number of “Early Exercise Capped Note Hedging Units” (as defined in the Base Capped Call Confirmation), if any, that relate to such Early Exercise Convertible Notes and (B) the Number of Capped Note Hedging Units as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Capped Note Hedging Units shall be reduced by the number of Early Exercise Capped Note Hedging Units. Any payment hereunder with respect to such termination (the “Early Exercise Unwind Payment”) shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Capped Note Hedging Units equal to the number of Early Exercise Capped Note Hedging Units, (2) Counterparty were the sole Affected Party with respect to such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any Fundamental Change Adjustment); provided that the Early Exercise Unwind Payment in respect of such early termination by Dealer to Counterparty shall not be greater than the excess of (x) (I) shall, if the number of Early Exercise Capped Note Hedging Units multiplied by (II) the “Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use Rate” (after taking into account any applicable Fundamental Change Adjustment) multiplied by (III) the Applicable Limit Price on the applicable Settlement Date determined by the Calculation Agent in good faith and in a commercially reasonable efforts to determine manner over (y) the Share price for purposes product of USD 1,000 and the number of such determination over Early Exercise Capped Note Hedging Units, as determined by the Calculation Agent in a period consistent with commercially reasonable manner. Notwithstanding the “Calculation Period” under foregoing, but subject to the Indenture for immediately preceding proviso, in the case where Counterparty has elected (or is deemed to have elected) to satisfy its conversion obligation in respect of the related Early Exercise Convertible Notes entirely in Shares or in a combination of cash and Shares, then in lieu of paying the Early Exercise Unwind Payment as set forth above, Dealer shall, on the date such Early Exercise Unwind Payment would otherwise be due pursuant to the terms of the Agreement and this Confirmation (or as promptly as reasonably practicable thereafter, as determined by Dealer taking into account existing liquidity conditions and Dealer’s hedging and hedge unwind activity or settlement activity in connection with such payment and delivery), (A) in the case where Counterparty has elected (or is deemed to have elected) to satisfy its conversion obligation in respect of the related Early Exercise Convertible Notes entirely in Shares or in a combination of cash and Shares with a Specified Dollar Amount (as defined in the Indenture) equal to or less than USD 1,000, deliver to Counterparty a number of Shares equal to the quotient of (x) the amount of such Early Exercise Unwind Payment divided by (y) a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner (which price per Share may, but is not required to, correspond to the Daily VWAP over the Conversion Period (each as defined in the Indenture), if applicable, with respect to the Early Exercise Convertible Notes) (the “Market Price”) or (B) in the case where Counterparty has (or is deemed to have) elected to satisfy its conversion obligation in respect of the related Early Exercise Convertible Notes in a combination of cash and Shares with a Specified Dollar Amount (as defined in the Indenture) greater than USD 1,000, (x) pay to Counterparty an amount of cash equal to the lesser of (1) the amount of such Early Exercise Unwind Payment and (2) the product of (I) the excess of such Specified Dollar Amount (as defined in the Indenture) over USD 1,000 and (II) shall assume that the number of Early Exercise Capped Note Hedging Units and (y) if the amount of such Early Exercise Unwind Payment exceeds the amount of cash calculated pursuant to the immediately preceding clause (B)(x)(2), deliver to Counterparty a number of Shares equal to the quotient of (x) the relevant Early Conversion and any adjustments, agreements, payments, deliveries or acquisitions amount of such excess divided by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of Market Price determined by the Indenture and (z) the corresponding Convertible Notes remain outstandingCalculation Agent.

Additional Termination Events. If (Ai) Notwithstanding anything to the contrary in this Confirmation if (i) an Amendment Event (as defined below) occurs, (B) an “Event event of Default” default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs and or (ii) Counterparty gives Dealer the outstanding Convertible Notes have been declared immediately due and payable in accordance notice required pursuant to the last sentence of this paragraph, then such occurrence or the giving of such notice, as applicable, shall constitute an Additional Termination Event applicable to the Transaction and, with Section 6.02 of the Indenturerespect to such Additional Termination Event, (CA) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in Counterparty shall be deemed to be the case of (A)sole Affected Party, (B) or (C), an Additional Termination Event shall occur in respect of which (1) Counterparty shall be the sole Affected Party and the Transaction shall be the sole Affected Transaction and (2C) notwithstanding anything to the contrary in the Agreement, Dealer shall be the party entitled to designate an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the occurrence pursuant to Section 6(b) of the event; provided that, Agreement (which Early Termination Date shall correspond in the case of a Repayment Repurchase Event (as defined below), if applicable, to a payment date under Section 6(d)(ii) of the Agreement occurring within a commercially reasonable period of time (as determined by Dealer in a commercially reasonable manner in consultation with counsel with regard to legal, regulatory or commercial issues arising in connection with any related hedging or hedge unwind activities) after the date of payment with respect to the Convertible Notes, if applicable, for such Repurchase Event) and determine the amount payable pursuant to Section 6(e) of the Agreement; provided that in the case of a Repurchase Event, the Transaction shall be subject to termination only in respect of a number of Options (the "Affected Number of Options”), equal to the lesser of (A) the number of Convertible Notes that cease to be outstanding in connection with or as a result of such Repayment Event Repurchase Event, as the case may be, and (iiB) in the case of (D), (1) an Additional Termination Event shall occur hereunder with respect to a number of Options equal to the number of the relevant Exercisable Options (the “Affected Number of Options”), in which case (x) the sole Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options and Counterparty shall be deemed the sole Affected Party and (y) the Transaction shall remain in full force and effect, except that the Number of Options subject to the Transaction immediately prior to the Conversion Date for such Early Conversion shall as of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; and (3) for then outstanding. For the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the AgreementAgreement in connection with a Repurchase Event, the Dealer (I) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) Agent shall assume that (x) the relevant Early Conversion and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture and (z) the corresponding Convertible Notes subject to such Repurchase Event shall not have been repurchased and remain outstanding. Counterparty shall notify Dealer promptly following the occurrence of any Repurchase Event; provided that Counterparty agrees to initiate a Repurchase Event only if Counterparty represents to Dealer at the time it takes action to so initiate such Repurchase Event that it is not in possession of any material nonpublic information with respect to Counterparty or the Shares.

Additional Termination Events. If (AParty A does not take any of the measures described in Part 5(k)(i) above such failure shall not be or give rise to an Amendment Event (as defined below) occurs, (B) an “Event of Default” with respect to Counterparty under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs and the outstanding Convertible Notes have been declared immediately due and payable in accordance with Section 6.02 of the Indenture, (C) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in the case of (A), (B) or (C), Default but shall constitute an Additional Termination Event shall occur in with respect of which (1) Counterparty to Party A and shall be deemed to have occurred on the 30th day following the Initial S&P Note Downgrade Event with Party A as the sole Affected Party and the Transaction all Transactions shall be Affected Transactions. [If, at the sole Affected Transaction time a Subsequent S&P Note Downgrade Event occurs, Party A has provided collateral pursuant to a xxxx-to-market collateral arrangement put in place pursuant to Part 5(k)(i)(A) above and (2) notwithstanding anything fails to the contrary in the Agreement, Dealer shall designate an Early Termination Date in respect continue to post collateral pending compliance with any of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the occurrence of the event; provided that, in the case of a Repayment Event, the Transaction shall be subject to termination only in respect of the number of Convertible Notes that cease to be outstanding in connection with or as a result of such Repayment Event and (ii) in the case of (DParts 5(k)(ii)(A), (1ii)(B) or (ii)(C) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event shall occur hereunder with respect to a number of Options equal Party A and will be deemed to have occurred on the number later of the relevant Exercisable Options (10th day following such Subsequent S&P Note Downgrade Event and the “Affected Number of Options”), in which case (x) 30th day following the sole Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options and Counterparty shall be deemed Initial S&P Note Downgrade Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. Further, it will constitute an Additional Termination Event with respect to Party A if, even if it is posting collateral as required by Part 5(k)(ii) above and notwithstanding Section 5(a)(ii), Party A does not take any of the measures described in Parts 5(k)(ii)(A), (yii)(B) or (ii)(C) above. Such Additional Termination Event will be deemed to have occurred on the Transaction shall remain in full force and effect, except that the Number of Options subject to the Transaction immediately prior to the Conversion Date for such Early Conversion shall as of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day 30th day following the Conversion Date for Subsequent S&P Note Downgrade Event with Party A as the related Early Conversion; sole Affected Party and (3) for the avoidance of doubt, all Transactions as Affected Transactions.] Each Additional Termination Event described in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Dealer (Ithis Part 5(k)(ii) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Noteson its occurrence, use commercially reasonable efforts to determine the Share price for purposes of such determination over constitute a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) shall assume that (x) the relevant Early Conversion and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture and (z) the corresponding Convertible Notes remain outstanding"Downgrade Termination Event".

Additional Termination Events. If The following shall be an Additional Termination Event with respect to which Borrower is the sole Affected Party and (A) an Amendment Event (as defined subject to the proviso below) occursall Transactions under this Master Confirmation shall be Affected Transactions: any “Additional Termination Event” with respect to which Borrower is the sole Affected Party, (B) an any “Event of Default” with respect to Counterparty which Borrower is the sole Defaulting Party or any cancellation or termination of the Share Collar Transactions (as defined under the terms Collar Confirmations) under Article 12 of the Convertible Notes as set forth Equity Definitions incorporated therein, in Section 6.01 of the Indenture occurs and the outstanding Convertible Notes have been declared immediately due and payable each case, that results in accordance with Section 6.02 of the Indenture, (C) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in the case of (A), (B) or (C), an Additional Termination Event shall occur in respect of which (1) Counterparty shall be the sole Affected Party and the Transaction shall be the sole Affected Transaction and (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Termination Date in respect or other date of such Affected Transaction, which shall be no earlier than termination or cancellation occurring or being designated thereunder under one Scheduled Trading Day following the occurrence of the eventor more Collar Confirmations; provided that, in the case that if an Early Termination Date or other date of a Repayment Event, the Transaction shall be subject to termination only in respect of the number of Convertible Notes that cease to be outstanding in connection with or as a result of such Repayment Event and (ii) in the case of (D), (1) an Additional Termination Event shall occur hereunder cancellation occurs or is designated with respect to a number portion of Options equal such Share Collar Transactions, (a) any payment made pursuant to the number Section 6 of the relevant Exercisable Options (the “Affected Number of Options”), in which case (x) the sole Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options and Counterparty Agreement shall be deemed the sole Affected Party and (y) the Transaction shall remain in full force and effect, except that the Number of Options subject to the Transaction immediately prior to the Conversion Date for such Early Conversion shall made on a proportional basis as of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate if an Early Termination Date had been designated in respect of solely such Affected Transactioncorresponding portion of the Transactions and the Components (or portions thereof) thereof, which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; and (3b) for the avoidance of doubt, the Transactions shall remain in determining the amount payable in respect of full force and effect except that such Affected Transaction pursuant to Section 6 of the Agreement, the Dealer (I) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) Transactions shall assume that (x) the relevant Early Conversion and any adjustments, agreements, payments, deliveries or acquisitions be reduced by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture and (z) the corresponding Convertible Notes remain outstandingComponents (or portions thereof) included in such terminated portion.

Additional Termination Events. If (A) an Amendment Event (Additional Termination Events will apply as defined specified below) occurs, (B) an “Event of Default” with respect to Counterparty under the terms : The occurrence of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs following shall constitute an Additional Termination Event: If a Rating Agency Downgrade has occurred and the outstanding Convertible Notes have been declared immediately due and payable in accordance Party A has not complied with Section 6.02 of the Indentureparagraph (j) above, (C) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in the case of (A), (B) or (C), then an Additional Termination Event shall occur in have occurred with respect of which (1) Counterparty to Party A and Party A shall be the sole Affected Party with respect to such an Additional Termination Event. If, at any time, the Master Servicer purchases the Mortgage Loans pursuant to Section 10.01 of the PSA, then an Additional Termination Event shall have occurred and the Transaction Party B shall be the sole Affected Transaction and (2Party with respect thereto; provided, however, that notwithstanding Section 6(b)(iv) notwithstanding anything to the contrary in of the Agreement, Dealer both Party A and Party B shall have the right to designate an Early Termination Date in respect of such Affected Transactionthis Additional Termination Event; provided, which further, that the Early Termination Date shall not be no earlier than one Scheduled Trading Day following prior to the Optional Termination Date. If, upon the occurrence of the event; provided thata Regulation AB Event (as defined in Part 5(o) below) Party A has not, in the case of a Repayment Event, the Transaction shall be subject to termination only in respect within 30 days after such Regulation AB Event complied with any of the number provisions set forth in Part 5(o)(iii) below (provided that if the significance percentage reaches 10% after a Regulation AB Event has occurred, Party A must comply with the provisions set forth in Part 5(o)(iii) below within 10 days of Convertible Notes that cease to be outstanding in connection with or as a result Party A being informed of such Repayment Event and (ii) in the case of (Dsignificance percentage reaching 10%), (1) then an Additional Termination Event shall occur hereunder have occurred with respect to a number of Options equal to the number of the relevant Exercisable Options (the “Affected Number of Options”), in which case (x) the sole Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options Party A and Counterparty Party A shall be deemed the sole Affected Party and (y) the Transaction shall remain in full force and effect, except that the Number of Options subject with respect to the Transaction immediately prior to the Conversion Date for such Early Conversion shall as of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Additional Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; and (3) for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Dealer (I) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) shall assume that (x) the relevant Early Conversion and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture and (z) the corresponding Convertible Notes remain outstandingEvent.

Additional Termination Events. If (A) an Amendment Event (Additional Termination Events will apply as defined specified below) occurs, (B) an “Event of Default” with respect to Counterparty under the terms : The occurrence of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs following shall constitute an Additional Termination Event: If a Rating Agency Downgrade has occurred and the outstanding Convertible Notes have been declared immediately due and payable in accordance Party A has not complied with Section 6.02 of the Indentureparagraph (j) above, (C) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in the case of (A), (B) or (C), then an Additional Termination Event shall occur in have occurred with respect of which (1) Counterparty to Party A and Party A shall be the sole Affected Party with respect to such an Additional Termination Event. If, at any time, the Master Servicer purchases the Mortgage Loans pursuant to Section 10.01 of the Pooling and the Transaction Servicing Agreement, then an Additional Termination Event shall have occurred and Party B shall be the sole Affected Transaction and (2Party with respect thereto; provided, however, that notwithstanding Section 6(b)(iv) notwithstanding anything to of the contrary in the Master Agreement, Dealer both Party A and Party B shall have the right to designate an Early Termination Date in respect of such Affected Transactionthis Additional Termination Event; provided, which further, that the Early Termination Date shall not be no earlier than one Scheduled Trading Day following prior to the Optional Termination Date. If, upon the occurrence of the event; provided thata Regulation AB Event (as defined in Part 5(o) below) Party A has not, in the case of a Repayment Event, the Transaction shall be subject to termination only in respect within 30 days after such Regulation AB Event complied with any of the number provisions set forth in Part 5(o)(iii) below (provided that if the significance percentage reaches 10% after a Regulation AB Event has occurred, Party A must comply with the provisions set forth in Part 5(o)(iii) below within 10 days of Convertible Notes that cease to be outstanding in connection with or as a result Party A being informed of such Repayment Event and (ii) in the case of (Dsignificance percentage reaching 10%), (1) then an Additional Termination Event shall occur hereunder have occurred with respect to a number of Options equal to the number of the relevant Exercisable Options (the “Affected Number of Options”), in which case (x) the sole Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options Party A and Counterparty Party A shall be deemed the sole Affected Party and (y) the Transaction shall remain in full force and effect, except that the Number of Options subject with respect to the Transaction immediately prior to the Conversion Date for such Early Conversion shall as of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Additional Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; and (3) for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Dealer (I) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) shall assume that (x) the relevant Early Conversion and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture and (z) the corresponding Convertible Notes remain outstandingEvent.

Additional Termination Events. If (Aa) an Amendment Event (as defined below) occurs, (B) an “Event of Default” with respect to Counterparty under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs and the outstanding Convertible Notes have been declared immediately due and payable in accordance with Section 6.02 of the Indenture, (C) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in the case of (A), (B) or (C), an An Additional Termination Event shall occur in respect of which (1) Counterparty shall be the Purchaser is the sole Affected Party and the this Transaction shall be is the sole Affected Transaction and (2) notwithstanding anything if, on any day, the Seller determines, in its sole reasonable judgment, that it is unable to the contrary establish, re-establish or maintain any hedging transactions reasonably necessary in the Agreement, Dealer shall designate an Early Termination Date in respect normal course of such Affected party’s business of hedging the price and market risk of entering into and performing under this Transaction, which shall be no earlier than one Scheduled Trading Day following the occurrence due to market illiquidity, illegality or lack of the event; provided that, in the case availability of a Repayment Event, the Transaction shall be subject to termination only in respect of the number of Convertible Notes that cease to be outstanding in connection with or as a result of such Repayment Event and hedging transaction market participants. (iib) in the case of (D), (1) an An Additional Termination Event shall occur hereunder with in respect to a number of Options equal to which the number of the relevant Exercisable Options (the “Affected Number of Options”), in which case (x) the sole Affected Transaction shall consist of a transaction identical to the Transaction except that Number of Options for such Affected Transaction shall equal the Affected Number of Options and Counterparty shall be deemed Purchaser is the sole Affected Party and this Transaction is the sole Affected Transaction if (yi) a Share De-listing Event occurs; (ii) a Merger Event occurs; (iii) a Nationalization occurs, (iv) a Distribution Termination Event occurs or (v) an event described in paragraph III of Annex C occurs. (c) A “Share De-listing Event” means that at any time during the Contract Period, the Common Stock ceases to be listed, traded or publicly quoted on the Exchange for any reason (other than a Merger Event, a “De-Listing”) and is not immediately re-listed, traded or quoted as of the date of such de-listing, on another U.S. national securities exchange or a U.S. automated interdealer quotation system (a “Successor Exchange”); provided that it shall not constitute an Additional Termination Event if the Common Stock is immediately re-listed on a Successor Exchange upon its De-Listing from the Exchange, and the Successor Exchange shall be deemed to be the Exchange for all purposes. In addition, in such event, the Seller shall make any commercially reasonable adjustments it deems necessary to the terms of the Transaction shall remain in full force and effect, except that to preserve the Number fair value of Options subject the Transaction to the Transaction immediately prior Seller. Upon request, the Seller shall provide the Purchaser with a schedule setting forth in reasonable detail the basis of any adjustment made to the Conversion Date for such Early Conversion shall as of such Conversion Date be reduced by the Affected Number of Options; (2) notwithstanding anything to the contrary in the Agreement, Dealer shall designate an Early Termination Date in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; and (3) for the avoidance of doubt, in determining the amount payable in respect of such Affected this Transaction pursuant to this Section 6 of the Agreement, the Dealer (I) shall, if the Early Conversion relates to more than USD1,000,000.00 principal amount of Convertible Notes, use commercially reasonable efforts to determine the Share price for purposes of such determination over a period consistent with the “Calculation Period” under the Indenture for the related Early Conversion and (II) shall assume that (x) the relevant Early Conversion and any adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Ratio have occurred pursuant to Section 12.03 or Section 12.04(h) of the Indenture and (z) the corresponding Convertible Notes remain outstanding7.01(c).