Common use of Additional Termination Events Clause in Contracts

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. If (iA) Notwithstanding anything to the contrary in this Confirmationan Amendment Event (as defined below) occurs, if (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 that results in an acceleration of occurs and the outstanding Convertible Notes pursuant to the terms have been declared immediately due and payable in accordance with Section 6.02 of the Indenture, then such event (C) a Repayment Event occurs or (D) an Early Conversion occurs, then, (i) in the case of default shall constitute (A), (B) or (C), an Additional Termination Event applicable to the Transaction and, with shall occur in respect to such Additional Termination Event, of which (A1) Counterparty shall be deemed to be the sole Affected Party, (B) Party and the Transaction shall be the sole Affected Transaction and (C2) notwithstanding anything to the contrary in the Agreement, Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) in respect of such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the occurrence of the Agreement. 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) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in the Indenture) or otherwisecase of (D), 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 receipt by Dealer from Counterparty of any Repurchase Notice, within the applicable time period set forth in the preceding sentence, shall constitute 1) an Additional Termination Event as provided in this Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment occur hereunder with respect to such termination 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 number of Options equal to the number of Repurchase the relevant Exercisable Options (the “Affected Number of Options”), in which case (2x) 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 were shall be deemed the sole Affected Party with respect to such Additional Termination Event and (3y) the terminated portion Transaction shall remain in full force and effect, except that the Number of Options subject to the Transaction were immediately prior to the sole Conversion Date for such Early Conversion shall as of such Conversion Date be reduced by the Affected Transaction. Number of Options; (iii2) Notwithstanding notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). Upon receipt of any such Notice of ExerciseAgreement, Dealer shall designate an Exchange Business Day following such Additional Termination Event (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to such Affected Transaction, which shall be no earlier than one Scheduled Trading Day following the number of Make-Whole Conversion Options, (2) Counterparty were Date for the sole Affected Party with respect to such Additional Termination Event related Early Conversion; 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 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 Agent 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 take into account any adjustments to the Option Entitlement that result from corresponding occurred, (y) no adjustments to the Conversion Rate Ratio have occurred pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to 12.03 or Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M12.04(h) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, Indenture and (viz) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts maturecorresponding Convertible Notes remain outstanding.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if : (i) If an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 5.1 of the Base Indenture or Section 6.01 of the Supplemental Indenture that and results in an acceleration of the Convertible Notes becoming due and payable pursuant to the terms of the IndentureIndenture before they would otherwise have been due and payable, then the occurrence of such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the The receipt 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 that relate relates to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 9.15 of the Supplemental Indenture in connection with a “Change in ControlFundamental Change” (as defined in the Supplemental Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(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 be on or as promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 9.15 of the Supplemental Indenture)) and shall take into account the time value of this Transaction with respect to the Expiration Date; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 9.15 of the Supplemental Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Amended and Restated Confirmation, if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 Amended and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Restated Confirmation, the receipt 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 that relate to Relevant Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 12.03 of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(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 on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 12.03 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 12.03 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iviii) If Notwithstanding anything to the contrary in this Amended and Restated Confirmation, in the event that Counterparty fails to give Dealer amends, modifies, supplements, waives or obtains a Notice of Exercise waiver in respect of any Options corresponding to term of the Indenture or the Convertible Notes for which governing the Conversion Date occurs prior principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of the Convertible Notes (including changes to the Free Convertibility Date prior conversion rate, provisions relating to 5:00 p.m. (New York City time) on adjustments to the fifth Scheduled Valid Day immediately following the scheduled first day conversion rate, conversion settlement dates or conversion conditions), or any term that would require consent of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to holders of not less than 100% of the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which amend, in each case without the consent of Dealer, then such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, event shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect applicable to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and Event, (3A) the terminated portion of the Transaction were Counterparty shall be deemed to be the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excessParty, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 the Transaction shall be the sole Affected Transaction and (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options Payment as set forth above, C) Dealer shall deliver be the party entitled 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of designate an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation MDate pursuant to Section 6(b) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts matureAgreement.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs shall occur under the terms of the Convertible Notes as set forth in Section 6.01 of the Supplemental Indenture that results in an acceleration or under Section 6.01 of the Convertible Notes pursuant to the terms of the Base Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, event of default (A) Counterparty shall be deemed to be the sole Affected Party, (B) Party and the Transaction shall be the sole Affected Transaction and (CB) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt by Dealer from Counterparty giving of any Repurchase Notice, within Notice of Exercise in respect of Exercisable Options that correspond to Convertible Notes converted pursuant to Section 9.01(iv) of the applicable time period set forth Supplemental Indenture in connection with a “Make-Whole Fundamental Change” (as defined in the preceding sentence, Supplemental Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iiclause (ii). Upon receipt of any such Repurchase Noticenotice, 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 with respect to the portion of this Transaction corresponding to a the number of such Exercisable Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and Notice of Exercise (B) the Number such number of Options as of the date Dealer designates such Early Termination Date and, as of such dateOptions, the Number of Options shall be reduced by the number of Repurchase “Specified Options”). Any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 of the Agreement as if (1A) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the number of Repurchase Specified Options, (2B) Counterparty were shall be the sole Affected Party with respect to such Additional Termination Event and Event, (3C) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction and (and, D) for the avoidance of doubt, in determining the amount payable pursuant to Section 6 of the Agreement, the Calculation Agent Agent, acting in a commercially reasonable manner, shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 9.06 of the Supplemental Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the excess of (I) (1) the number of Make-Whole Conversion Specified Options multiplied by (2) the Conversion Rate (after taking into account any applicable adjustments to the Conversion Rate pursuant to Section 10.07 9.06 of the Supplemental Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such the corresponding Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 7.01 of the Indenture that results in an acceleration of and the Convertible Notes pursuant to the terms of the Indentureare accelerated, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty, within the applicable time period set forth under opposite “Notice of Exercise” abovein 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 10.07 4.03 of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(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 on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 the Transaction and a Number of Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate (as defined in the Indenture) pursuant to Section 10.07 4.03 of the Indenture); provided that the amount of cash deliverable payable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the excess of (I) (1) the number of Make-Whole Conversion Options Options, multiplied by (2) the Conversion Rate (as defined in the Indenture, and after taking into account any applicable adjustments to the Conversion Rate pursuant to Section 10.07 4.03 of the Indenture) ), multiplied by (3) a market price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable mannerAgent. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the The Calculation Agent will calculate any payment made in good faith and in a commercially reasonable mannerrespect of the Additional Termination Event. (iviii) If Counterparty fails to give Dealer In the event of a Notice of Exercise in respect of repurchase or any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount reacquisition of the Convertible Notes to which such Unexercised Options Event relatesby Counterparty (for any reason, including as a result of the Conversion Rate (occurrence of a “Fundamental Change” as defined provided in Section 3.02 of the Indenture), but excluding any adjustment pursuant to Counterparty may request a termination of a number of Options underlying the Excluded Provisions) that was applicable to such repurchased Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each a mutually agreed date that is commercially practical for such Valid Day (the “Unexercised Options Event Notice”)termination to occur. Notwithstanding anything Dealer shall promptly consult with Counterparty as to the contrary in this Confirmationtiming and pricing of any such termination. To the extent the parties cannot so agree, but subject Counterparty shall have the right to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute designate an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the all or a portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal corresponding to the number of Unexercised OptionsConvertible Notes (in principal amount of $1,000) being repurchased or reacquired and, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and Event, (3A) the terminated portion of the Transaction were Counterparty shall be deemed to be the sole Affected Transaction; provided that Party, (B) the amount Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of cash deliverable the Agreement. The Calculation Agent will calculate any payment made in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Additional Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts matureEvent.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs that results in an acceleration of the Convertible Notes under the terms of the Convertible Notes as set forth in Section 6.01 6.02 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Supplemental Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 14.03 of the Supplemental Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Supplemental Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(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 on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date (and Dealer shall use its reasonable efforts to designate such Early Termination Date so that the related payment hereunder in respect of the Make-Whole Conversion Options will occur on (or as promptly as reasonably practicable after) the related settlement for the conversion of the relevant Convertible Notes) with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 14.03 of the Supplemental Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the excess of (I) (1) the number of Make-Whole Conversion Options Options, multiplied by (2) the Conversion Rate (after taking into account any applicable adjustments to the Conversion Rate pursuant to Section 10.07 14.03 of the Supplemental Indenture) ), multiplied by (3) a price the per Share determined by opening price as displayed under the Calculation Agent heading “Op” on Bloomberg page AMAG <equity> (or any successor thereto) on the date on which Shares are delivered upon conversion to Holders of the Convertible Notes corresponding to such Make-Whole Conversion Options over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Relevant Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 12.03 of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(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 on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 12.03 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 12.03 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iviii) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject in the event that Counterparty amends, modifies, supplements, waives or obtains a waiver in respect of any term of the Indenture or the Convertible Notes governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of the Convertible Notes (including changes to the deemed representationsconversion rate, warranties and agreements by Counterparty listed belowprovisions relating to adjustments to the conversion rate, conversion settlement dates or conversion conditions), or any term that would require consent of the receipt by Dealer from Counterparty holders of an Unexercised Options Event Noticenot less than 100% of the principal amount of the Convertible Notes to amend, within in each case without the applicable time period set forth in the preceding sentenceconsent of Dealer, then such event shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect applicable to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and Event, (3A) the terminated portion of the Transaction were Counterparty shall be deemed to be the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excessParty, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 the Transaction shall be the sole Affected Transaction and (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options Payment as set forth above, C) Dealer shall deliver be the party entitled 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of designate an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation MDate pursuant to Section 6(b) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts matureAgreement.

Additional Termination Events. Additional Termination Events will apply: (i) Notwithstanding anything to If, upon the contrary occurrence of a Cap Disclosure Event (as defined in this ConfirmationPart 5(l)(ii) below) Bear ▇▇▇▇▇▇▇ has not, if an event of default within ten (10) calendar days after such Cap Disclosure Event complied with respect to Counterparty occurs under the terms any of the Convertible Notes as provisions set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the IndenturePart 5 (l) below, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, shall have occurred with respect to such Additional Termination EventBear ▇▇▇▇▇▇▇, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction Bear ▇▇▇▇▇▇▇ shall be the sole Affected Transaction Party and (C) Dealer all Transactions hereunder shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the AgreementAffected Transaction. (ii) Promptly followingIf, but in no event later than without the fifth Exchange Business Day afterprior written consent of Bear ▇▇▇▇▇▇▇ where such consent is required under the Pooling and Servicing Agreement, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in the Indenture) an amendment 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 supplemental agreement is made to the contrary in Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear ▇▇▇▇▇▇▇ under this ConfirmationAgreement, the receipt 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 Section 9(i)(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 have occurred with respect to Counterparty, Counterparty shall be the portion of this Transaction corresponding to a number of Options sole Affected Party and all Transactions hereunder shall be Affected Transaction. (the “Repurchase Options”iii) equal to the lesser of (A) If a S&P First Level Downgrade has occurred and is continuing and Bear ▇▇▇▇▇▇▇ fails to take any action described under Part (5)(f)(i)(1), within the aggregate principal amount of such Convertible Notes time period specified in such Repurchase Noticetherein, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early then an Additional Termination Date and, as of such date, the Number of Options Event shall be reduced by the number of Repurchase Options. Any payment hereunder have occurred with respect to such termination Bear ▇▇▇▇▇▇▇, Bear ▇▇▇▇▇▇▇ 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole all Transactions hereunder shall be Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs shall occur under the terms of the Convertible Notes as set forth in Section 6.01 5.01 of the Supplemental Indenture that or Section 7.01 of the Base Indenture (as modified by Section 5.01 of the Supplemental Indenture), which event of default results in an acceleration of Counterparty’s payment obligation under the Convertible Notes pursuant to the terms of the Indenture, then such event of default shall constitute (A) an Additional Termination Event applicable shall be deemed to the Transaction and, occur with respect to such Additional Termination Eventthe Transaction, (AB) Counterparty shall be deemed to be the sole Affected Party, (B) Party and the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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, if any Convertible Notes cease to be outstanding in accordance with their terms pursuant to Article 3 of the receipt by Dealer from Counterparty of any Repurchase NoticeSupplemental Indenture, within the applicable time period set forth in the preceding sentence, shall constitute then an Additional Termination Event as provided in this Section 9(i)(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 deemed to occur and an Early Termination Date shall be deemed to have been designated pursuant to Section 6(b) of the Agreement with respect to the a portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in Notes. In the event that such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such an Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder is deemed to have been designated with respect to such termination a portion of this Transaction, a payment shall be calculated made pursuant to Section 6 of the Agreement as if (1A) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the number of Repurchase Optionssuch Convertible Notes, (2B) Counterparty were shall be the sole Affected Party with respect to such Additional Termination Event partial termination and (3C) the such terminated portion of this Transaction shall be the Transaction were the sole Affected only Terminated Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty, within the applicable time period set forth under “Notice of Exercise” above, giving 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 pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event hereunder with respect to the number, if any, of Exercisable Options specified in such Notice of Exercise as provided in this corresponding to a conversion of Convertible Notes pursuant to Section 9(i)(iii)4.07 of the Supplemental Indenture. Upon receipt of any such Notice of Exercisenotice, Dealer shall designate an Exchange Business Day following such Additional Termination Event (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date Date, with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Exercisable Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Optionsso specified. Any payment hereunder with respect to such termination (the “Make-Whole Unwind Payment”) shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect Agreement; provided that for the purposes of a Transaction having terms identical to this Transaction and a Number of Options equal to the number of Make-Whole Conversion Optionssuch calculation, (2A) Counterparty were shall be the sole Affected Party with respect to such Additional Termination Event Event, (B) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement, and (3C) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, in determining the amount payable pursuant to Section 6 of the Agreement, the Calculation Agent Agent, acting in a commercially reasonable manner, (i) shall take into account the time value of this Transaction to the Expiration Date and (ii) shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 4.07 of the Supplemental Indenture); provided further that (A) in case of a partial termination, an Early Termination Date shall be designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the terminated portion and such Transaction shall be the only Terminated Transaction; (B) any amount payable by Dealer to Counterparty shall be satisfied solely by delivery by Dealer to Counterparty of cash in an amount calculated pursuant to Section 6 determined by the Calculation Agent in a commercially reasonable manner; and (C) the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the excess of (I) (1a) the number of Settlement Amount (as defined in the Supplemental Indenture) with respect to the corresponding Convertible Notes (including the Cash Make-Whole Conversion Options multiplied by Premium (2as defined in the Supplemental Indenture) the Conversion Rate (after taking into account resulting from any applicable adjustments to the Conversion Rate pursuant to adjustment set forth in Section 10.07 4.07 of the Supplemental Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (IIb) the aggregate principal amount of such the corresponding Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes being declared due and payable pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, (but in no any event later than the fifth Exchange Business Day after, within five Scheduled Trading Days) following any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control Repurchase Event (as defined in the Indenture) or otherwisebelow), Counterparty shall may notify Dealer in writing of such repurchase and cancellation Repurchase Event and the aggregate principal amount of Convertible Notes so repurchased and cancelled subject to such Repurchase Event (any such notice, a “Convertible Notes Repurchase Notice”); provided that any such Convertible Notes Repurchase Notice shall contain an acknowledgment by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such Repurchase Event and the delivery of such Convertible Notes Repurchase Notice. Notwithstanding anything to the contrary in this Confirmation, the The receipt by Dealer from Counterparty of any Convertible Notes Repurchase Notice, within the applicable time period set forth in the preceding sentence, Notice shall constitute an Additional Termination Event as provided in this Section 9(i)(ii)herein. Upon receipt of any such Convertible Notes Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Convertible Notes 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 Notesrelevant Repurchase Event) as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options Option (the “Repurchase Note Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Convertible Notes Repurchase Notice, divided by USD 1,000 1,000, minus the number of “Repurchase Note Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Note Options. Any payment hereunder with respect to such termination (the “Make-Whole Repurchase 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 the Transaction and a Number of Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Repurchase Note Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided . “Repurchase Event” means that (i) any Convertible Notes are repurchased (whether pursuant to Section 15.02 of the amount Indenture or otherwise) by Counterparty or any of cash deliverable in respect of such early termination by Dealer its subsidiaries, (ii) any Convertible Notes are delivered to Counterparty shall not be greater than the product in exchange for delivery of any property or assets of Counterparty or any of its subsidiaries (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisionshowsoever described), multiplied by (3iii) the Relevant Price on such Valid Day, over (II) the aggregate any principal amount of any of the Convertible Notes corresponding is repaid prior to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price final maturity date of the Shares, Convertible Notes (iii) it is not engaged in, and will not engage in until the occurrence whether following acceleration of the related Early Termination DateConvertible Notes or otherwise), a “distribution” or (iv) any Convertible Notes are exchanged by or for the benefit of the Holders (as defined in Regulation Mthe Indenture) thereof for any other securities of the Shares Counterparty or any of its affiliates (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisitionother property, or any combination thereof) pursuant to any exchange offer or similar transaction involving a recapitalization relating to it transaction; provided that would fall within the scope any conversion of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior Convertible Notes pursuant to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has terms of the ability to pay its debts and obligations as such debts mature and does Indenture shall not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts matureconstitute a Repurchase Event.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under pursuant to the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following(and in any event within ten Scheduled Trading Days) following any redemption or repurchase (which, but in no event later than for the fifth Exchange Business Day afteravoidance of doubt, includes any repurchase exchange transaction) and cancellation of Convertible Notes (whether Notes, including without limitation pursuant to Section 3.02 Article 14 of the Indenture in connection with a Change in Control “Fundamental Change” (as defined in the Indenture) or otherwise(such event, a “Repurchase Event”), Counterparty shall may notify Dealer in writing of such repurchase and cancellation Repurchase Event and the aggregate principal amount number of Convertible Notes so repurchased and cancelled subject to such Repurchase Event (any such notice, a “Repurchase Notice”). Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty of (x) any Repurchase Notice, within the applicable time period set forth in the preceding sentence, and (y) a written representation and warranty by Counterparty that, as of the date of such Repurchase Notice, Counterparty is not in possession of any material non-public information regarding Counterparty or the Shares, shall constitute an Additional Termination Event as provided in this Section 9(i)(ii)paragraph. Upon receipt of any such Repurchase NoticeNotice and the related written representation and warranty, Dealer shall promptly 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 repurchase settlement date for the repurchase of such Convertible Notesrelevant Repurchase Event) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount number of such Convertible Notes specified in such Repurchase NoticeNotice [minus the number of “Repurchase Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes] divided by USD 1,000 the Applicable Percentage and (B) the Number of Options as of the date Dealer designates such 18 To be included for broker-dealer. Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event, (3) no adjustment to the “Conversion Rate” (as defined in the Indenture) for the Convertible Notes has occurred pursuant to any Excluded Provision, (4) the corresponding Convertible Notes remaining outstanding as if the circumstances related to the Repurchase Event had not occurred, (5) the relevant Repurchase Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, and (36) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmationthe Equity Definitions, if, as a result of an Extraordinary Event, the receipt 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 that relate to Convertible Notes as to which additional Shares Transaction would be added to the Conversion Rate cancelled or terminated (whether in whole or in part) pursuant to Section 10.07 Article 12 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute Equity Definitions, an Additional Termination Event as provided in this Section 9(i)(iii). Upon receipt of any such Notice of Exercise(with the Transaction (or portion thereof) being the Affected Transaction, Counterparty being the sole Affected Party and Dealer shall being the party entitled to designate an Exchange Business Day following such Additional Termination Event (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect pursuant to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”Section 6(h) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole Unwind Payment”Agreement) shall be calculated pursuant deemed to occur, and, in lieu of Sections 12.7, 12.8 and 12.9 of the Equity Definitions, 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect shall apply to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if If an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that and such event of default results in an acceleration of the Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Exchange Business Day as an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(ii). Upon receipt of any such Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Repurchase Notice Agreement (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the repurchase occurrence of such acceleration). (ii) The receipt by Dealer from Counterparty, within the applicable time period set forth under “Notice of Exercise” above, of any Notice of Exercise in respect of the exercise of any Options that, according to such Notice of Exercise, relate to relevant Convertible NotesNotes that are either (i) Make-Whole Convertible Notes or (ii) not Make-Whole Convertible Notes but in respect of which the Conversion Date occurs prior to the Free Convertibility Date, shall, in either case, 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 as an Early Termination Date (and Dealer shall use its commercially reasonable efforts to designate such Early Termination Date so that the related payment or delivery, as the case may be, hereunder in respect of the Relevant Conversion Options will occur on (or as promptly as reasonably practicable after) the related settlement for the conversion of the relevant Convertible Notes) with respect to the portion of this the Transaction corresponding to a number of Options (the “Repurchase Relevant Conversion Options”) equal to the lesser of (A) the aggregate principal amount of such relevant Convertible Notes specified in such Repurchase NoticeNotice of Exercise, divided by USD 1,000 1,000, and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Relevant Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole Conversion 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 the Transaction (except that, for purposes of this Transaction Section 9(h)(ii), the provisions opposite the caption “Applicable Limit” above shall be deemed to be deleted from this Confirmation) and a Number of Options equal to the number of Make-Whole Relevant Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to “Conversion Rate” (as defined in the Conversion Rate Indenture) pursuant to Section 10.07 13.03 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty Conversion Unwind Payment shall not be greater than the product of (x) the Applicable Percentage and multiplied by (y) the number of Relevant Conversion Options multiplied by (z) the excess of (I) the “Conversion Rate” (1) as defined in the number of Make-Whole Conversion Options multiplied by (2) the Conversion Rate (Indenture after taking into account any applicable adjustments to the Conversion Rate thereto pursuant to Section 10.07 13.03 of the Indenture) ), multiplied by (3) a price per Share determined by the Calculation Agent Applicable Limit Price on the settlement date for the cash and/or Shares to be delivered pursuant to Section 13.02 of the Indenture in respect of the relevant Convertible Notes relating to such Conversion Unwind Payment, over (II) USD 1,000. (iii) Within five Scheduled Trading Days promptly following any Repayment Event (as defined below), Counterparty shall notify Dealer of such Repayment Event and the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 Notes subject to such Make-Whole Unwind Payment divided Repayment Event (any such notice, a “Repayment Notice”); provided that such Repayment Notice shall contain an acknowledgement by a price per Share determined by the Calculation Agent in good faith Counterparty of its responsibilities under applicable securities laws, and in a commercially reasonable manner. (ivparticular Section 9 and 10(b) If Counterparty fails to give Dealer a Notice of Exercise the Exchange Act and the rules and regulations promulgated thereunder in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing repurchase and delivery of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Repayment Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the The receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, any Repayment Notice shall constitute an Additional Termination Event as provided in this Section 9(i)(iv)paragraph. Upon receipt of any such Unexercised Options Event Repayment Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Repayment Notice as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Unexercised Repayment Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Repayment Notice, divided by USD 1,000 1,000, and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Repayment Options. Any payment hereunder with respect to such termination (the “Repayment 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 the Transaction and a Number of Options equal to the number of Unexercised Repayment Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided . “Repayment Event” means that the amount (i) any Convertible Notes are repurchased (whether in connection with or as a result of cash deliverable a fundamental change, howsoever defined, or for any other reason) by Counterparty or any of its subsidiaries, (ii) any Convertible Notes are delivered to Counterparty or any of its subsidiaries in respect exchange for delivery of any property or assets of such early termination by Dealer to Counterparty shall not be greater than the product of party (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisionshowsoever described), multiplied by (3iii) the Relevant Price on such Valid Day, over (II) the aggregate any principal amount of any of the Convertible Notes corresponding is repaid prior to the Unexercised Options, divided by final maturity date of the Convertible Notes (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options Payment for any reason other than 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty result of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price acceleration of the SharesConvertible Notes that results in an Additional Termination Event pursuant to the preceding Section 9(h)(ii)), or (iiiiv) it is not engaged in, and will not engage in until any Convertible Notes are exchanged by or for the occurrence benefit of the related Early Termination Date, a “distribution” (as defined in Regulation M) holders thereof for any other securities of the Shares Counterparty or any of its subsidiaries (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisitionother property, or any combination thereof) pursuant to any exchange offer or similar transaction involving a recapitalization relating to it that would fall within transaction. For the scope avoidance of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating todoubt, any Shares (or equivalent interest, including a unit conversion of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior Convertible Notes pursuant to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has terms of the ability to pay its debts and obligations as such debts mature and does Indenture shall not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts matureconstitute a Repayment Event.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that Indenture, and such event of default results in an acceleration of the Convertible Notes pursuant to the terms of the Indenturebeing declared, or becoming, due and payable, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty, within the applicable time period set forth under opposite “Notice of Exercise” abovein 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 10.07 14.03 of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(h)(ii). Upon receipt of any such Notice of Exercise, Dealer shall designate an Exchange Business Day occurring promptly following such Additional Termination Event (which Exchange Business Day shall in no event be on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 the Transaction and a Number of Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate (as defined in the Indenture) pursuant to Section 10.07 14.03 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 14.03 of the Indenture) multiplied by (3) a market price per Share determined by the Calculation Agent in a commercially reasonable manner over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated elect in its the relevant Notice of Exercise to Dealer as set forth above, to receive the 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 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 acknowledges in writing to Dealer on the date of such election its responsibilities under applicable securities laws, and in particular Sections 9 and 10(b) of the Exchange Act, and the rules and regulations promulgated thereunder, in respect of such election. (iviii) If Counterparty fails to give Dealer a Notice Promptly following any repurchase and cancellation of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior (whether pursuant to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day Section 15.02 of the Settlement Averaging Period Indenture in connection with a “Fundamental Change” (as defined in the Indenture) or otherwise, and whether for such Options (an “Unexercised Options Event”cash or other property or securities), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may shall notify Dealer in writing of such Unexercised Options Event, repurchase and cancellation and the aggregate principal amount number of the Convertible Notes to which so repurchased and cancelled (any such Unexercised Options Event relatesnotice, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the a “Unexercised Options Event Cancellation Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth any Cancellation Notice in accordance with the preceding sentence, sentence shall constitute an Additional Termination Event as provided in by this Section 9(i)(iv8(b)(iii). Upon receipt of any such Unexercised Options Event Cancellation Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Cancellation Notice (which in no event shall be earlier than the related settlement date for such Convertible Notes and shall be no later after such settlement date than is reasonably necessary for the calculation of the amount payable hereunder) as an Early Termination Date with respect to the portion of this Transaction corresponding to a the number of Options (the “Unexercised Repurchase Options”) equal to the lesser of (A) the aggregate principal amount number of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 Cancellation Notice and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised OptionsRepurchase Options (which Options shall be deemed for such purpose to be exercisable on the applicable Early Termination Date), (2) Counterparty were the sole Affected Party affected party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 7.01 of the Indenture that results in an acceleration of and the Convertible Notes pursuant to the terms of the Indentureare accelerated, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty, within the applicable time period set forth under opposite “Notice of Exercise” abovein 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 10.07 4.03 of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(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 on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser 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 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 the Transaction and a Number of Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate (as defined in the Indenture) pursuant to Section 10.07 4.03 of the Indenture); provided that the amount of cash deliverable payable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the excess of (I) (1) the number of Make-Whole Conversion Options Options, multiplied by (2) the Conversion Rate (as defined in the Indenture, and after taking into account any applicable adjustments to the Conversion Rate pursuant to Section 10.07 4.03 of the Indenture) ), multiplied by (3) a market price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable mannerAgent. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the The Calculation Agent will calculate any payment made in good faith and in a commercially reasonable mannerrespect of the Additional Termination Event. (iviii) If Counterparty fails to give Dealer In the event of a Notice of Exercise in respect of repurchase or any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount reacquisition of the Convertible Notes to which such Unexercised Options Event relatesby Counterparty (for any reason, including as a result of the Conversion Rate (occurrence of a “Fundamental Change” as defined provided in Section 3.02 of the Indenture), but excluding any adjustment pursuant to Counterparty may request a termination of a number of Options underlying the Excluded Provisions) that was applicable to such repurchased Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each a mutually agreed date that is commercially practical for such Valid Day (the “Unexercised Options Event Notice”)termination to occur. Notwithstanding anything Dealer shall promptly consult with Counterparty as to the contrary in this Confirmationtiming and pricing of any such termination. To the extent the parties cannot so agree, but subject Counterparty shall have the right to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute designate an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the all or a portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal corresponding to the number of Unexercised OptionsConvertible Notes (in principal amount of $1,000) being repurchased or reacquired and, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and Event, (3A) the terminated portion of the Transaction were Counterparty shall be deemed to be the sole Affected Transaction; provided that Party, (B) the amount Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of cash deliverable the Agreement. The Calculation Agent will calculate any payment made in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Additional Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts matureEvent.

Additional Termination Events. (i) Notwithstanding anything to Any breach by the contrary in this Confirmation, if an event Derivative Provider of default with respect to Counterparty occurs under the terms of the Convertible Notes as a representation or warranty set forth in Section 6.01 3 to the extent made as of a date prior to a Closing Date, which is not cured by such Closing Date (or, in the case of information required under Section 2(a), the date of printing of the Indenture that results in Free Writing Prospectus or Prospectus Supplement, as applicable), or (ii) any breach by the Derivative Provider of a representation or warranty pursuant to Section 3 to the extent made as of a date subsequent to such Closing Date, or (iii) any failure by the Derivative Provider to comply with the requirements of Section 2(a), Section 2(b)(ii) or so much of Section 2(b)(iii) as relates to Section 2(a) or 2(b)(ii), shall immediately and automatically, without notice, constitute an acceleration Additional Termination Event under each Derivative Agreement, with respect to which the Derivative Provider shall be the sole Affected Party. (b) Any failure of the Convertible Notes pursuant Derivative Provider to satisfy the terms requirements of the Indenture, then such event Section 2(b)(ii) within five (5) Business Days of default any Derivative Disclosure Event shall constitute an Additional Termination Event applicable to the Transaction andunder each Derivative Agreement, with which respect to such Additional Termination Event, (A) Counterparty which the Derivative Provider shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (iic) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation Following a termination of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt by Dealer Derivative Agreement resulting 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 set forth in this Section 9(i)(ii). Upon receipt of any such Repurchase Notice6, Dealer shall designate an Exchange Business Day following receipt of such Repurchase Notice a termination payment (which Exchange Business Day if any) shall be on or payable under such Derivative Agreement by the applicable party as promptly as reasonably practicable after determined under Section 6(e)(ii) of the related settlement date Master Agreement, with Market Quotation and Second Method being the applicable method for the repurchase of determining such Convertible Notes) as an Early Termination Date with respect termination payment (notwithstanding anything in such Derivative Agreement to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transactioncontrary). (iiid) Notwithstanding anything to In the contrary event that a replacement entity or replacement derivative agreement has been secured in this Confirmationaccordance with Section 2(b)(ii)(B), or a guarantor has been secured in accordance with Section 2(b)(ii)(C), the receipt Derivative Provider shall promptly reimburse the Issuing Entity for all reasonable incidental expenses incurred 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture Issuing Entity in connection with a “Change the replacement of the Derivative Provider or Derivative Agreement or addition of such guarantor. The provisions of this paragraph shall not limit whatever rights the Issuing Entity may have under other provisions of this Agreement or otherwise, whether in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). Upon receipt of any equity or at law, 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date andaction for damages, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 specific performance or settlement activity in connection with such delivery) a number of Shares equal to such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable mannerinjunctive relief. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that Indenture, and such event of default results in an acceleration of the Convertible Notes pursuant to the terms of the IndentureNotes’ being declared, or becoming, due and payable, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty, within the applicable time period set forth under opposite “Notice of Exercise” abovein 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 10.07 14.03 of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(h)(ii). Upon receipt of any such Notice of Exercise, Dealer shall designate an Exchange Business Day occurring promptly following such Additional Termination Event (which Exchange Business Day shall in no event be on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 the Transaction and a Number of Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate (as defined in the Indenture) pursuant to Section 10.07 14.03 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 14.03 of the Indenture) multiplied by (3) a market price per Share determined by the Calculation Agent in a commercially reasonable manner over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect.; provided, if so designated in further, that Dealer shall satisfy its Notice of Exercise obligation to Dealer as set forth above, to receive the Make-Whole Unwind Payment in Shares, in which case, in lieu of making make such Make-Whole Unwind Payment as set forth above, Dealer shall deliver by delivering 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 Payment, divided by (B) a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. Counterparty may irrevocably elect in the relevant Notice of Exercise to receive any Make-Whole Unwind Payment in cash; provided that Counterparty may elect to receive a Make-Whole Unwind Payment in cash only if Counterparty represents and warrants to Dealer in writing on the date of such election that Counterparty is not in possession of any non-public information regarding Counterparty or the Shares that would reasonably be expected to result in a violation of the securities laws upon such election. (iviii) If Counterparty fails to give Dealer a Notice Promptly following any repurchase and cancellation of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior (whether pursuant to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day Section 15.02 of the Settlement Averaging Period Indenture in connection with a “Fundamental Change” (as defined in the Indenture) or otherwise, and whether for such Options (an “Unexercised Options Event”cash or other property or securities), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, repurchase and cancellation and the aggregate principal amount number of the Convertible Notes to which so repurchased and cancelled (any such Unexercised Options Event relatesnotice, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the a “Unexercised Options Event Cancellation Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event any Cancellation Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in by this Section 9(i)(iv8(b)(iii). Upon receipt of any such Unexercised Options Event Cancellation Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Cancellation Notice (which in no event shall be earlier than the related settlement date for such Convertible Notes and shall be no later after such settlement date than is reasonably necessary for the calculation of the amount payable hereunder) as an Early Termination Date with respect to the portion of this Transaction corresponding to a the number of Options (the “Unexercised Repurchase Options”) equal to the lesser of (A) the aggregate principal amount number of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 Cancellation Notice and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Repurchased Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised OptionsRepurchase Options (which Options shall be deemed for such purpose to be exercisable on the applicable Early Termination Date), (2) Counterparty were the sole Affected Party affected party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms 7.01 of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 4.04 of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) (such Convertible Notes, “Make-Whole Convertible Notes”) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii)1. 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 on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as (prior to giving effect to a reduction thereto on such date pursuant to the immediately following sentence). As of any such dateEarly Termination Date, the Number of Options shall be reduced by the applicable number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (of the “Make-Whole Unwind Payment”) Conversion Options shall be calculated pursuant to Section 6 of the Agreement (but using a volatility input that is equal to the Relevant Volatility Input) 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 4.04 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage Percentage, (y) the number of Make-Whole Conversion Options and (yz) 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 Rate pursuant to Section 10.07 4.04 of the Indenture) multiplied by (32) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such per Make-Whole Convertible NotesNote, as determined by the Calculation Agent in Agent. “Relevant Volatility Input” means a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 volatility input that is 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes manner and which, without limitation, may be based on implied volatility levels for which options on the Conversion Date occurs prior Shares with strike prices approximate to the Free Convertibility Date prior Strike Price of the Transaction or approximate to 5:00 p.m. (New York City time) the strike price of over-the-counter equity options on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer Shares that are included in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date its commercially reasonable Hedge Positions with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which each case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation; provided that, warranty and agreement by Counterparty as follows: if (i) it Dealer (whether in its capacity as “Calculation Agent”, “Determining Party”, “Hedging Party” or otherwise) is not in possession of material nonrequired to determine a volatility input under any over-public information in respect of itself or the-counter equity option transaction to which Dealer is a party and to which Counterparty (or, if different, Issuer) is party relating to the SharesShares (such equity option transactions, “Relevant Positions”) and (ii) it Dealer determines that such Relevant Positions (or a portion thereof) are terminated, cancelled, offset or otherwise unwound at approximately the same time (as determined by Dealer in good faith and commercially reasonably) as the Transaction (or portion thereof) is not delivering terminated, cancelled, offset or otherwise unwound, Dealer shall use a Relevant Volatility Input that is no less than such volatility input for such Relevant Positions. For the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price avoidance of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Datedoubt, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it Relevant Volatility Input that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior is equal to the related Early Termination Datevolatility input for any Relevant Positions shall, and (vi) its assets at their fair valuation exceed its liabilitiesin no event, including contingent liabilities, its capital is adequate be deemed to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts maturebe commercially unreasonable.

Additional Termination Events. Additional Termination Events will apply: (ia) Notwithstanding anything to the contrary in this Confirmation, if an event of default If a Rating Agency Downgrade has occurred and Party A has not complied with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indentureparagraph 14 below, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, shall have occurred with respect to such Additional Termination Event, (A) Counterparty Party A and Party A shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event Event. (b) If, at any time, the Seller purchases the Mortgage Loans and (3) the terminated portion REO Properties pursuant to Section 8.07 of the Transaction were Indenture, then an Additional Termination Event shall have occurred and Party B shall be the sole Affected TransactionParty with respect thereto; provided, however, that notwithstanding Section 6(b)(iv), both Party A and Party B shall have the right to designate an Early Termination Date (such early Termination Date shall not be earlier than the final distribution date) in respect of this Additional Termination Event. (iiic) Notwithstanding anything to If, upon the contrary in this Confirmation, the receipt by Dealer from Counterparty, within the applicable time period set forth under “Notice occurrence of Exercise” above, 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 pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” Swap Disclosure Event (as defined in paragraph 15 below) Party A has not, within 10 Business Days after such Swap Disclosure Event complied with any of the Indentureprovisions set forth in clause (iii) shall constitute of paragraph 15 below, then an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date have occurred with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise Party A and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options Party A shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable mannerEvent. (ivd) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior An amendment and/or supplement to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares Indenture (or any security convertible, exchangeable or exercisable for Shares), (ivother Basic Document) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, is made without the prior written consent of DealerParty A (such consent not to be unreasonably withheld), it shall not, and shall cause its affiliates and affiliated purchasers if such amendment and/or supplement would: (each as defined in Rule 10b-18a) not to, directly materially adversely affect any of Party A's rights or indirectly obligations hereunder; or (including, without limitation, by means of a derivative instrumentb) purchase, offer to purchase, place any bid or limit order that would effect a purchase materially adversely affect the obligations of, or commence materially adversely impact the ability of, Party B to fully perform any tender offer relating toof Party B's obligations hereunder. For purposes of Section 6 of the Master Agreement, Party B shall be the sole Affected Party. (e) The delivery of notice of any Shares (redemption or equivalent interestother prepayment in whole, including a unit but not in part, of beneficial interest the Notes in a trust or limited partnership or a depository share) or connection with any security convertible into or exchangeable for Shares prior redemption pursuant to the related Indenture. For purposes of Section 6 of the Master Agreement, Party B shall be the sole Affected Party, and the Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has Date shall occur not earlier than the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts maturedate of redemption.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of Counterparty’s payment obligation under the Convertible Notes pursuant to the terms of the Indenture, then such event of default acceleration shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares a Cash Make-Whole Premium would be added to the Conversion Rate pursuant to Section 10.07 14.03 of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(i)(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 be on or as promptly soon as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect The amount payable by Dealer to Counterparty pursuant to Section 6 of the Agreement upon such termination shall be satisfied solely by delivery by Dealer to Counterparty of an amount in cash equal to the lesser of: (A) the “product of (x) the Applicable Percentage and (y) the excess of (I) (1) the number of Make-Whole Unwind Payment”Conversion Options multiplied by (2) shall be the Conversion Rate (after taking into account any applicable adjustments to the Conversion Rate pursuant to Section 14.03 of the Indenture) multiplied by (3) the Stock Price (as defined in the Indenture) over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner; and (B) an amount 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 14.03 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if (i) an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of or (ii) Counterparty gives Dealer the Convertible Notes notice required pursuant to the terms last sentence of the Indenturethis paragraph, then such event occurrence or the giving of default such notice, as applicable, shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. Agreement (iiwhich Early Termination Date shall correspond in the case of a Repurchase Event (as defined below), if applicable, to a payment date under Section 6(d)(ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture 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 a Change in Control (as defined in the Indentureany related hedging or hedge unwind activities) 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 receipt 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 Section 9(i)(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 payment with respect to the portion Convertible Notes, if applicable, for such Repurchase Event) and determine the amount payable pursuant to Section 6(e) of this the Agreement; provided that in the case of a Repurchase Event, the Transaction corresponding shall be subject to termination only in respect of a number of Options (the “Repurchase Affected Number of Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice), divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion 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 Repurchase Event, as the case may be, minus the “Affected Number of Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Repurchase Event, as the case may be (and, for the purposes of determining whether any Options specified in such Notice under this Confirmation or under the Base Call Option Confirmation will be among the Affected Number of Exercise Options hereunder or among the “Affected Number of Options” under, and as defined in, the Base Call Option Confirmation, the Affected Number of Options shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated), and (B) the Number number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Optionsthen outstanding. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction (and, for For the avoidance of doubt, in determining the amount payable pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Affected Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of connection with a Transaction having terms identical to this Transaction and a Number of Options equal to Repurchase Event, the number of Unexercised Options, (2) Counterparty were Calculation Agent shall assume that the sole Affected Party with respect Convertible Notes subject to such Additional Termination Repurchase Event shall not have been repurchased and (3) remain outstanding. Counterparty shall notify Dealer promptly following the terminated portion occurrence of the Transaction were the sole Affected Transactionany Repurchase Event; provided that Counterparty agrees to initiate a Repurchase Event only if Counterparty represents to Dealer at the amount of cash deliverable in respect of time it takes action to so initiate such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Repurchase Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) that it is not in possession of any material non-public nonpublic information in with respect of itself to Counterparty or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms 7.01 of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 4.04 of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) (such Convertible Notes, “Make-Whole Convertible Notes”) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii)1. 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 on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser 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 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as (prior to giving effect to a reduction thereto on such date pursuant to the immediately following sentence). As of any such dateEarly Termination Date, the Number of Options shall be reduced by the applicable number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (of the “Make-Whole Unwind Payment”) Conversion Options shall be calculated pursuant to Section 6 of the Agreement (but using a volatility input that is equal to the Relevant Volatility Input) 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 4.04 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage Percentage, (y) the number of Make-Whole Conversion Options and (yz) 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 Rate pursuant to Section 10.07 4.04 of the Indenture) multiplied by (32) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such per Make-Whole Convertible NotesNote, as determined by the Calculation Agent in Agent. “Relevant Volatility Input” means a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 volatility input that is 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes manner and which, without limitation, may be based on implied volatility levels for which options on the Conversion Date occurs prior Shares with strike prices approximate to the Free Convertibility Date prior Strike Price of the Transaction or approximate to 5:00 p.m. (New York City time) the strike price of over-the-counter equity options on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer Shares that are included in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date its commercially reasonable Hedge Positions with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which each case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation; provided that, warranty and agreement by Counterparty as follows: if (i) it Dealer (whether in its capacity as “Calculation Agent”, “Determining Party”, “Hedging Party” or otherwise) is not in possession of material nonrequired to determine a volatility input under any over-public information in respect of itself or the-counter equity option transaction to which Dealer is a party and to which Counterparty (or, if different, Issuer) is party relating to the SharesShares (such equity option transactions, “Relevant Positions”) and (ii) it Dealer determines that such Relevant Positions (or a portion thereof) are terminated, cancelled, offset or otherwise unwound at approximately the same time (as determined by Dealer in good faith and commercially reasonably) as the Transaction (or portion thereof) is not delivering terminated, cancelled, offset or otherwise unwound, Dealer shall use a Relevant Volatility Input that is no less than such volatility input for such Relevant Positions. For the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price avoidance of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Datedoubt, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it Relevant Volatility Input that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior is equal to the related Early Termination Datevolatility input for any Relevant Positions shall, and (vi) its assets at their fair valuation exceed its liabilitiesin no event, including contingent liabilities, its capital is adequate be deemed to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts maturebe commercially unreasonable.

Additional Termination Events. The following Additional Termination Events will apply, in each case with respect Counterparty as the sole Affected Party (unless otherwise provided below): (i) Notwithstanding anything DBAG fails to comply with the contrary in this Confirmation, if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes Rating Agency Downgrade provisions as set forth in Section 6.01 12 below. For all purposes of this Agreement, DBAG shall be the sole Affected Party with respect to the occurrence of a Termination Event described in this Section 11(i). (ii) With respect to Counterparty only, any amendment to the Pooling and Servicing Agreement which materially adversely affects any of DBAG’s rights thereunder is made without prior written consent of DBAG, where such consent is required under the Pooling and Servicing Agreement. (iii) If the Trustee is unable to pay the Class A Certificates any related Accrued Certificate Interest or any amount in respect of the Indenture that results in an acceleration ultimate payment of the Convertible Notes principal required to be paid pursuant to the terms of the Indenture, then Pooling and Servicing Agreement or fails or admits in writing its inability to pay such event of default shall constitute an Additional Termination Event applicable interest amounts or such ultimate principal amount to the Transaction andClass A Certificates as such amounts become due. (iv) If, with respect at any time, the Master Servicer or the Servicer gives unrescindable notice that it will purchase the Mortgage Loans pursuant to such Additional Termination EventSection 10.01 of the Pooling and Servicing Agreement; provided, (Ahowever, that notwithstanding Section 6(b)(iv) of the ISDA Form Master Agreement, only Counterparty shall be deemed to be have the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled right to designate an Early Termination Date pursuant to Section 6(b) in respect of the Agreementthis Additional Termination Event. (iiv) Promptly followingIf, but in no event later than upon the fifth Exchange Business Day after, any repurchase and cancellation occurrence of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control Swap Disclosure Event (as defined in the IndenturePart 13 below) 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 receipt by Dealer from Counterparty of any Repurchase NoticeDBAG has not, within 10 days after such Swap Disclosure Event complied with any of the applicable time period provisions set forth in the preceding sentencePart 13(iii) below, shall constitute then an Additional Termination Event as provided in this Section 9(i)(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 have occurred with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 DBAG and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options DBAG shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected TransactionEvent. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs shall occur under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms 5.01 of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, event of default (A) Counterparty shall be deemed to be the sole Affected Party, (B) Party and the Transaction shall be the sole Affected Transaction and (CB) Dealer Bank shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt by Dealer from Counterparty giving of any Repurchase Notice, within the applicable time period set forth in the preceding sentence, Notice of Exercise shall constitute an Additional Termination Event hereunder with respect to the number, if any, of Exercisable Options specified in such Notice of Exercise as provided corresponding to a conversion of Convertible Notes in this compliance with Section 9(i)(ii)12.02(b) of the Indenture. Upon receipt of any such Repurchase Notice, Dealer Bank 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 (such day to occur as close as practicable, in Bank’s commercially reasonable judgment, to the settlement date of the relevant Convertible Notes), with respect to the portion of this Transaction corresponding to a number of such Exercisable Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Optionsso specified. Any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect Agreement; provided that for the purposes of a Transaction having terms identical to this Transaction and a Number of Options equal to the number of Repurchase Optionssuch calculation, (2A) Counterparty were shall be the sole Affected Party with respect to such Additional Termination Event and Event, (3B) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). Upon receipt of any such Notice of Exercise, Dealer shall designate an Exchange Business Day following such Additional Termination Event (which Exchange Business Day Bank shall be on or as promptly as reasonably practicable after the related settlement date for such Convertible Notes) as party entitled to designate an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole Unwind Payment”) shall be calculated pursuant to Section 6 6(b) 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event Agreement; and (3C) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, in determining the amount payable pursuant to Section 6 of the Agreement, the Calculation Agent (i) shall take into account the time value of this Transaction with respect to the Expiration Date and (ii) shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 12.02(b) of the Indenture); provided further that (A) in case of a partial termination, an Early Termination Date shall be designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the terminated portion and such Transaction shall be the only Terminated Transaction; (B) any amount payable by Bank to Counterparty shall be satisfied solely by delivery by Bank to Counterparty of a number of Shares and cash in lieu of a fractional share equal to such amount calculated pursuant to Section 6 divided by a price per Share determined by the Calculation Agent; and (C) the number of Shares deliverable in respect of such early termination by Dealer Bank to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the excess of (Ia) the total number of Shares underlying the corresponding Convertible Notes (1including the number of Additional Shares (as defined in the Indenture) resulting from any adjustment set forth in Section 12.02(b) of the Indenture) deliverable with respect to such Convertible Notes over (b) the number of Make-Whole Conversion Options multiplied by (2) the Conversion Rate (after taking into account any applicable adjustments Shares equal in value to the Conversion Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such the corresponding Convertible Notes, as determined by the Calculation Agent in a commercially its sole reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable mannerdiscretion. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that Indenture, and such event of default results in an acceleration of the Convertible Notes pursuant to the terms of the IndentureNotes’ being declared, or becoming, due and payable, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty, within the applicable time period set forth under opposite “Notice of Exercise” abovein 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 10.07 14.03 of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(h)(ii). Upon receipt of any such Notice of Exercise, Dealer shall designate an Exchange Business Day occurring promptly following such Additional Termination Event (which Exchange Business Day shall in no event be on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser 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 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 the Transaction and a Number of Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate (as defined in the Indenture) pursuant to Section 10.07 14.03 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 14.03 of the Indenture) multiplied by (3) a market price per Share determined by the Calculation Agent in a commercially reasonable manner over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect; provided, if so designated in further, that Dealer shall satisfy its Notice of Exercise obligation to Dealer as set forth above, to receive the Make-Whole Unwind Payment in Shares, in which case, in lieu of making make such Make-Whole Unwind Payment as set forth above, Dealer shall deliver by delivering 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 Payment, divided by (B) a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. Counterparty may irrevocably elect in the relevant Notice of Exercise to receive any Make-Whole Unwind Payment in cash; provided that Counterparty may elect to receive a Make-Whole Unwind Payment in cash only if Counterparty represents and warrants to Dealer in writing on the date of such election that Counterparty is not in possession of any non-public information regarding Counterparty or the Shares that would reasonably be expected to result in a violation of the securities laws upon such election. (iviii) If Counterparty fails to give Dealer a Notice Promptly following any repurchase and cancellation of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior (whether pursuant to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day Section 15.02 of the Settlement Averaging Period Indenture in connection with a “Fundamental Change” (as defined in the Indenture) or otherwise, and whether for such Options (an “Unexercised Options Event”cash or other property or securities), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, repurchase and cancellation and the aggregate principal amount number of the Convertible Notes to which so repurchased and cancelled (any such Unexercised Options Event relatesnotice, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the a “Unexercised Options Event Cancellation Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event any Cancellation Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in by this Section 9(i)(iv8(b)(iii). Upon receipt of any such Unexercised Options Event Cancellation Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Cancellation Notice (which in no event shall be earlier than the related settlement date for such Convertible Notes and shall be no later after such settlement date than is reasonably necessary for the calculation of the amount payable hereunder) as an Early Termination Date with respect to the portion of this Transaction corresponding to a the number of Options (the “Unexercised Repurchase Options”) equal to the lesser of (A) the aggregate principal amount number of such Convertible Notes specified in such Unexercised Options Event NoticeCancellation Notice minus the number of “Repurchase Options” (as defined in the Base Call Option Confirmation), divided by USD 1,000 if any, that relate to such Convertible Notes and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Repurchased Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised OptionsRepurchase Options (which Options shall be deemed for such purpose to be exercisable on the applicable Early Termination Date), (2) Counterparty were the sole Affected Party affected party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes that results in the acceleration of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 14.03 of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(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 on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 14.03 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 14.03 of the Indenture) multiplied by (3) a price the per Share determined by opening price as displayed under the Calculation Agent heading “Op” on Bloomberg page AMRI <equity> (or any successor thereto) on the date on which Shares are delivered upon conversion to Holders of the Convertible Notes corresponding to such Make-Whole Conversion Options over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under pursuant to the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following(and in any event within five Scheduled Trading Days) following any redemption or repurchase (which, but in no event later than for the fifth Exchange Business Day afteravoidance of doubt, includes any repurchase exchange transaction) and cancellation of Convertible Notes (whether Notes, including without limitation pursuant to Section 3.02 Article 14 of the Indenture in connection with a Change in Control “Fundamental Change” (as defined in the Indenture) or otherwise(such event, a “Repurchase Event”), Counterparty shall may notify Dealer in writing of such repurchase and cancellation Repurchase Event and the aggregate principal amount number of Convertible Notes so repurchased and cancelled subject to such Repurchase Event (any such notice, a “Repurchase Notice”). Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty of (x) any Repurchase Notice, within the applicable time period set forth in the preceding sentence, and (y) a written representation and warranty by Counterparty that, as of the date of such Repurchase Notice, Counterparty is not in possession of any material non-public information regarding Counterparty or the Shares, shall constitute an Additional Termination Event as provided in this Section 9(i)(ii)paragraph. Upon receipt of any such Repurchase NoticeNotice and the related written representation and warranty, Dealer shall promptly 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 repurchase settlement date for the repurchase of such Convertible Notesrelevant Repurchase Event) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount number of such Convertible Notes specified in such Repurchase NoticeNotice [minus the number of “Repurchase Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes] divided by USD 1,000 the Applicable Percentage and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 17 To be included for broker-dealer. Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event, (3) no adjustment to the “Conversion Rate” (as defined in the Indenture) for the Convertible Notes has occurred pursuant to any Excluded Provision, (4) the corresponding Convertible Notes remaining outstanding as if the circumstances related to the Repurchase Event had not occurred, (5) the relevant Repurchase Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, and (36) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmationthe Equity Definitions, if, as a result of an Extraordinary Event, the receipt 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 that relate to Convertible Notes as to which additional Shares Transaction would be added to the Conversion Rate cancelled or terminated (whether in whole or in part) pursuant to Section 10.07 Article 12 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute Equity Definitions, an Additional Termination Event as provided in this Section 9(i)(iii). Upon receipt of any such Notice of Exercise(with the Transaction (or portion thereof) being the Affected Transaction, Counterparty being the sole Affected Party and Dealer shall being the party entitled to designate an Exchange Business Day following such Additional Termination Event (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect pursuant to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”Section 6(h) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole Unwind Payment”Agreement) shall be calculated pursuant deemed to occur, and, in lieu of Sections 12.7, 12.8 and 12.9 of the Equity Definitions, 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect shall apply to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, Within five Scheduled Trading Days promptly following any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control Repayment Event (as defined in the Indenture) or otherwisebelow), Counterparty shall may notify Dealer in writing of such repurchase and cancellation Repayment Event and the aggregate principal amount of Convertible Notes so repurchased and cancelled subject to such Repayment Event (any such notice, a “Repurchase Repayment Notice”); provided that any such Repayment Notice shall contain an acknowledgment by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such Repayment Event and the delivery of such Repayment Notice. Notwithstanding anything to the contrary in this Confirmation, the The receipt by Dealer from Counterparty of any Repurchase Notice, within the applicable time period set forth in the preceding sentence, Repayment Notice shall constitute an Additional Termination Event as provided in this Section 9(i)(ii9(j)(ii). Upon receipt of any such Repurchase Repayment Notice, Dealer shall designate an Exchange Business Day following receipt of such Repurchase Repayment 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 with respect to the portion of this the Transaction corresponding to a number of Options (the “Repurchase Repayment Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Repayment Notice, divided by USD 1,000 1,000, and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Repayment Options. Any payment hereunder with respect to such termination (the “Make-Whole Repayment 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, Within five Scheduled Trading Days promptly following any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control Repayment Event (as defined in the Indenture) or otherwisebelow), Counterparty shall may notify Dealer in writing of such repurchase and cancellation Repayment Event and the aggregate principal amount of Convertible Notes so repurchased and cancelled subject to such Repayment Event (any such notice, a “Repurchase Repayment Notice”). Notwithstanding anything ; provided that any such Repayment Notice shall contain an acknowledgment by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such Repayment Event and the delivery of such Repayment Notice; provided further that any “Repayment Notice” delivered to Dealer pursuant to the contrary in Base Call Option Confirmation shall deemed to be a Repayment Notice pursuant to this Confirmation and the terms of such Repayment Notice shall apply, mutatis mutandis, to this Confirmation, the . The receipt by Dealer from Counterparty of any Repurchase Notice, within the applicable time period set forth in the preceding sentence, Repayment Notice shall constitute an Additional Termination Event as provided in this Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of Counterparty’s payment obligations under the Convertible Notes pursuant to the terms of the Indenture, then such event of default acceleration shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares a Cash Make-Whole Premium would be added to the Conversion Rate pursuant to Section 10.07 14.03 of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(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 on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination shall be equal to the lesser of: (A) the “product of (x) the Applicable Percentage and (y) the excess of (I) (1) the number of Make-Whole Unwind Payment”Conversion Options multiplied by (2) shall be the Conversion Rate (after taking into account any applicable adjustments to the Conversion Rate pursuant to Section 14.03 of the Indenture) multiplied by (3) the “Stock Price” (as defined in the Indenture) over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner; and (B) an amount 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 14.03 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. The following Additional Termination Events will apply: (ia) Notwithstanding anything to the contrary in this Confirmation, if an event of default If a Rating Agency Downgrade has occurred and BSFP has not complied with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indentureparagraph 15 below, then such event of default shall constitute an Additional Termination Event applicable shall have occurred with respect to BSFP and BSFP shall be the Transaction andsole Affected Party with respect to such an Additional Termination Event. (b) If, upon the occurrence of a Swap Disclosure Event (as defined in paragraph 16(ii) below) BSFP has not, within ten (10) days after such Swap Disclosure Event complied with any of the provisions set forth in paragraph 16(iii) 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, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (iic) Promptly followingIf, but in no event later than without the fifth Exchange Business Day after, any repurchase prior written consent of BSFP where such consent is required under the Pooling and cancellation of Convertible Notes Servicing Agreement (whether pursuant such consent not to Section 3.02 of the Indenture in connection with a Change in Control (as defined in the Indenture) or otherwisebe unreasonably withheld), 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 an amendment or supplemental agreement is made to the contrary in Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of BSFP under this ConfirmationAgreement, the receipt 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 Section 9(i)(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 have occurred with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 Counterparty and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options Counterparty shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole all Transactions hereunder shall be Affected Transaction. (iiid) Notwithstanding anything If the Trustee is unable to pay, or fails or admits in writing its inability to pay, on any Distribution Date, any Senior Interest Distribution Amount with respect to the contrary in this Confirmation, Class A Certificates or the receipt by Dealer from Counterparty, within the applicable time period set forth under “Notice ultimate payment of Exercise” above, of any Notice of Exercise in principal with respect of Options that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate Class A Certificates, in either case to the extent required pursuant to Section 10.07 the terms of the Indenture in connection with a “Change in Control” (as defined in Pooling and Servicing Agreement to be paid to the Indenture) shall constitute Class A Certificates on such Distribution Date, then an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date have occurred with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise Counterparty and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options Counterparty shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event. (e) An Additional Termination Event and (3) shall occur upon the terminated portion notice to Certificateholders of an Optional Termination becoming unrescindable in accordance with Article IX of the Transaction were Pooling and Servicing Agreement (such notice, the “Optional Termination Notice”). With respect to such Additional Termination Event: (i) Counterparty shall be the sole Affected Party and this Transaction shall be the sole Affected Transaction; (andii) notwithstanding anything to the contrary in Section 6(b)(iv) of the ISDA Form Master Agreement or Section 6(c)(i) of the ISDA Form Master Agreement, the final Distribution Date specified in the Optional Termination Notice is hereby designated as the Early Termination Date in respect of all Affected Transactions; (iii) Section 2(a)(iii)(2) of the ISDA Form Master Agreement shall not be applicable to any Affected Transaction; notwithstanding anything to the contrary in Section 6(c)(ii) of the ISDA Form Master Agreement, payments and deliveries under Section 2(a)(i) of the ISDA Form Master Agreement or Section 2(e) of the ISDA Form Master Agreement in respect of the Terminated Transactions will be required to be made through and including the Early Termination Date; provided, for the avoidance of doubt, that any such payments or deliveries that are made on or prior to the Early Termination Date will not be treated as Unpaid Amounts in determining the amount payable pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner.an Early Termination Date; (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding notwithstanding anything to the contrary in this ConfirmationSection 6(d)(i) of the ISDA Form Master Agreement, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) if, no later than 4:00 pm New York City time on the aggregate principal day that is four Business Days prior to the final Distribution Date specified in the Optional Termination Notice, the Trust Administrator requests the amount of such Convertible Notes specified the Estimated Swap Termination Payment, BSFP shall provide to the Trust Administrator in such Unexercised Options Event Notice, divided by USD 1,000 writing (which may be done in electronic format) the amount of the Estimated Swap Termination Payment no later than 2:00 pm New York City time on the following Business Day and (B) if the Number of Options as Trust Administrator provides written notice (which may be done in electronic format) to BSFP no later than two Business Days prior to the final Distribution Date specified in the Optional Termination Notice that all requirements of the date Dealer designates such Early Optional Termination have been met, then BSFP shall, no later than one Business Day prior to the final Distribution Date andspecified in the Optional Termination Notice, as of such date, make the Number of Options shall be reduced calculations contemplated by the number of Unexercised Options. Any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 6(e) of the ISDA Form Master Agreement (as if amended herein) and provide to the Trust Administrator in writing (1which may be done in electronic format) an Early Termination Date had been designated the amount payable by either Counterparty or BSFP in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date; provided, a “distribution” (as defined however, that the amount payable by Counterparty, if any, in Regulation M) respect of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, Date shall be the lesser of (x) the amount calculated to be due by the Counterparty pursuant to Section 6(e) of the ISDA Form Master Agreement and (viy) its assets at their fair valuation exceed its liabilitiesthe Estimated Swap Termination Payment; and (v) notwithstanding anything to the contrary in Section 6(d)(ii) of the ISDA Form Master Agreement, including contingent liabilities, its capital is adequate any amount due from the Counterparty to conduct its business BSFP in respect of the Early Termination Date will be payable on the Early Termination Date and it has any amount due from BSFP to the ability Counterparty in respect of the Early Termination Date will be payable one Business Day prior to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts maturethe Early Termination Date.

Additional Termination Events. (i) Notwithstanding anything to Any breach by the contrary in this Confirmation, if an event Derivative Provider of default with respect to Counterparty occurs under the terms of the Convertible Notes as a representation or warranty set forth in Section 6.01 3 to the extent made as of a date prior to a Closing Date, which is not cured by such Closing Date (or, in the case of information required under Section 2(a), the date of printing of the Indenture that results Free Writing Prospectus or Prospectus Supplement, as applicable), or (ii) any breach by the Derivative Provider of a representation or warranty pursuant to Section 3 to the extent made as of a date subsequent to such Closing Date, or (iii) any failure by the Derivative Provider to comply with the requirements of Section 2(a), Section 2(b)(ii) or so much of Section 2(b)(iii) as relates to Section 2(a) or 2(b)(ii), shall immediately and automatically, without notice, constitute an Additional Termination Event under each Derivative Agreement entered into in an acceleration connection with the related Securitization, with respect to which the Derivative Provider shall be the sole Affected Party. (b) Any failure of the Convertible Notes pursuant Derivative Provider to satisfy the terms requirements of the Indenture, then such event Section 2(b)(ii) within ten (10) calendar days of default any Derivative Disclosure Event shall constitute an Additional Termination Event applicable to under each Derivative Agreement entered into in connection with the Transaction andrelated Securitization, with which respect to such Additional Termination Event, (A) Counterparty which the Derivative Provider shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (iic) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation Following a termination of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt by Dealer Derivative Agreement resulting 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 set forth in this Section 9(i)(ii). Upon receipt of any such Repurchase Notice6, Dealer shall designate an Exchange Business Day following receipt of such Repurchase Notice a termination payment (which Exchange Business Day if any) shall be on or payable under such Derivative Agreement by the applicable party as promptly as reasonably practicable after determined under Section 6(e)(ii) of the related settlement date Master Agreement, with Market Quotation and Second Method being the applicable method for the repurchase of determining such Convertible Notes) as an Early Termination Date with respect termination payment (notwithstanding anything in such Derivative Agreement to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transactioncontrary). (iiid) Notwithstanding anything to In the contrary event that a replacement entity or replacement derivative agreement has been secured in this Confirmationaccordance with Section 2(b)(ii)(B), or a guarantor has been secured in accordance with Section 2(b)(ii)(C), the receipt Derivative Provider shall promptly reimburse the Issuing Entity for all reasonable incidental expenses incurred 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture Issuing Entity in connection with a “Change the replacement of the Derivative Provider or Derivative Agreement or addition of such guarantor. The provisions of this paragraph shall not limit whatever rights the Issuing Entity may have under other provisions of this Agreement or otherwise, whether in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). Upon receipt of any equity or at law, 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date andaction for damages, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 specific performance or settlement activity in connection with such delivery) a number of Shares equal to such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable mannerinjunctive relief. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 6.02 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Supplemental Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty, within the applicable time period set forth under opposite “Notice of Exercise” abovein 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 Rate” (as defined in the Indenture) pursuant to Section 10.07 12.03 of the Supplemental Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(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 on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 the Transaction and a Number of Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to “Conversion Rate” (as defined in the Conversion Rate Indenture) pursuant to Section 10.07 12.03 of the Supplemental Indenture); provided that the amount of cash deliverable payable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the excess of (I) (1) the number of Make-Whole Conversion Options Options, multiplied by (2) the “Conversion Rate Rate” (as defined in the Indenture, and after taking into account any applicable adjustments to the “Conversion Rate Rate” pursuant to Section 10.07 12.03 of the Supplemental Indenture) ), multiplied by (3) a market price per Share determined by the Calculation Agent in a commercially reasonable manner over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iviii) If Counterparty fails to give Dealer a Notice of Exercise Promptly (but in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. event within five Scheduled Trading Days) following any Repurchase Event (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”as defined below), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, Repurchase Event and the aggregate principal amount of the Convertible Notes subject to which such Unexercised Options Repurchase Event relates(any such notice, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) a “Convertible Notes Repurchase Notice”); provided that was applicable to no such Convertible Notes on each Scheduled Valid Day during Repurchase Notice shall be effective unless it contains the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements representation by Counterparty listed below, set forth in Section 8(f) as of the date of such Convertible Notes Repurchase Notice. The receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, any Convertible Notes Repurchase Notice shall constitute an Additional Termination Event as provided in this Section 9(i)(iv9(h)(iii). Upon receipt of any such Unexercised Options Event Convertible Notes Repurchase Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Convertible Notes Repurchase Notice (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the relevant Repurchase Event) as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Unexercised Repurchase Options”) equal to the lesser of (A) the aggregate principal amount number of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 Convertible Notes Repurchase Notice and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Repurchase Options. Any payment hereunder with respect to such termination (the “Repurchase 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 the Transaction and a Number of Options equal to the number of Unexercised Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided . “Repurchase Event” means that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, any Convertible Notes are repurchased (ii) it is not delivering the Unexercised Options Event Notice whether pursuant to create actual or apparent trading activity in the Shares or to manipulate the price Section 13.02 of the Shares, (iiiSupplemental Indenture or otherwise) it is not engaged in, by Counterparty or any of its subsidiaries and will not engage in until the occurrence of the related Early Termination Date, a cancelled or are no longer “distributionOutstanding” (as defined in Regulation Mthe Indenture) under the Indenture, (ii) any Convertible Notes are delivered to Counterparty in exchange for delivery of the Shares (any property or assets of Counterparty or any security convertible, exchangeable of its subsidiaries (howsoever described) and cancelled or exercisable for Shares), (iv) there has not been any public announcement are no longer “Outstanding” (as defined in Rule 165(fthe Indenture) under the Securities ActIndenture, (iii) any principal of any mergerof the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes (other than upon acceleration of the Convertible Notes described in Section 9(h)(i)) and such Convertible Notes are cancelled or are no longer “Outstanding” (as defined in the Indenture) under the Indenture, acquisitionor (iv) any Convertible Notes are exchanged by or for the benefit of the “Holders” (as defined in the Base Indenture) thereof for any other securities of Counterparty or any of its Affiliates (or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), and such Convertible Notes are cancelled or are no longer “Outstanding” (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18the Indenture) not to, directly or indirectly (including, without limitation, by means under the Indenture; provided that any conversion of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior Convertible Notes pursuant to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has terms of the ability to pay its debts and obligations as such debts mature and does Indenture shall not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts matureconstitute a Repurchase Event.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs that results in an acceleration of the Convertible Notes under the terms of the Convertible Notes as set forth in Section 6.01 6.02 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Supplemental Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 14.03 of the Supplemental Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Supplemental Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(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 on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date (and Dealer shall use its reasonable efforts to designate such Early Termination Date so that the related payment hereunder in respect of the Make-Whole Conversion Options will occur on (or as promptly as reasonably practicable after) the related settlement for the conversion of the relevant Convertible Notes) with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser 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 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 14.03 of the Supplemental Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the excess of (I) (1) the number of Make-Whole Conversion Options Options, multiplied by (2) the Conversion Rate (after taking into account any applicable adjustments to the Conversion Rate pursuant to Section 10.07 14.03 of the Supplemental Indenture) ), multiplied by (3) a price the per Share determined by opening price as displayed under the Calculation Agent heading “Op” on Bloomberg page AMAG <equity> (or any successor thereto) on the date on which Shares are delivered upon conversion to Holders of the Convertible Notes corresponding to such Make-Whole Conversion Options over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs shall occur and be continuing under the terms of the Convertible Notes as set forth in Section 6.01 7.01 of the Indenture that results and result in an acceleration of the Convertible Notes pursuant to the terms of the Indenturebecoming or being declared due and payable, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, event of default (A) Counterparty shall be deemed to be the sole Affected Party, (B) Party and the Transaction shall be the sole Affected Transaction and (CB) Dealer Bank shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt by Dealer from Counterparty giving of any Repurchase Notice, within the applicable time period set forth in the preceding sentence, Notice of Exercise shall constitute an Additional Termination Event hereunder with respect to the number, if any, of Exercisable Options specified in such Notice of Exercise as provided corresponding to a conversion of Convertible Notes in this compliance with Section 9(i)(ii)4.04 of the Indenture. Upon receipt of any such Repurchase Notice, Dealer Bank 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 (such day to occur as close as practicable, in Bank’s commercially reasonable judgment, to the settlement date of the relevant Convertible Notes), with respect to the portion of this Transaction corresponding to a number of such Exercisable Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Optionsso specified. Any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect Agreement; provided that for the purposes of a Transaction having terms identical to this Transaction and a Number of Options equal to the number of Repurchase Optionssuch calculation, (2A) Counterparty were shall be the sole Affected Party with respect to such Additional Termination Event and Event, (3B) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). Upon receipt of any such Notice of Exercise, Dealer shall designate an Exchange Business Day following such Additional Termination Event (which Exchange Business Day Bank shall be on or as promptly as reasonably practicable after the related settlement date for such Convertible Notes) as party entitled to designate an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole Unwind Payment”) shall be calculated pursuant to Section 6 6(b) 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event Agreement; and (3C) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, in determining the amount payable pursuant to Section 6 of the Agreement, the Calculation Agent (i) shall take into account the time value of this Transaction with respect to the Expiration Date and (ii) shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 4.04 of the Indenture); and provided further that (A) in case of a partial termination, an Early Termination Date shall be designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the terminated portion and such Transaction shall be the only Terminated Transaction; (B) any amount payable by Bank to Counterparty shall be satisfied solely by delivery by Bank to Counterparty of a number of Shares and cash in lieu of a fractional share equal to such amount calculated pursuant to Section 6 divided by a price per Share determined by the Calculation Agent; and (C) the number of Shares deliverable in respect of such early termination by Dealer Bank to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the excess of (Ia) the total number of Shares underlying the corresponding Convertible Notes (1including the number of Additional Shares (as defined in the Indenture) resulting from any adjustment set forth in Section 4.04 of the Indenture) deliverable with respect to such Convertible Notes over (b) the number of Make-Whole Conversion Options multiplied by (2) the Conversion Rate (after taking into account any applicable adjustments Shares equal in value to the Conversion Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such the corresponding Convertible Notes, as determined by the Calculation Agent in a commercially its sole reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable mannerdiscretion. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an the acceleration of the Convertible Notes pursuant to the terms of Counterparty's payment obligations under the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 14.03 of the Indenture in connection with a “Change in Control” "Make-Whole Fundamental Change" (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(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 on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “"Make-Whole Conversion Options”") equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 14.03 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 14.03 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent "Stock Price" (as defined in the Indenture) for the relevant "Make-Whole Fundamental Change" over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if If an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that and such event of default results in an acceleration of the Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Exchange Business Day as an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(ii). Upon receipt of any such Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Repurchase Notice Agreement (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the repurchase occurrence of such acceleration). (ii) The receipt by Dealer from Counterparty, within the applicable time period set forth under “Notice of Exercise” above, of any Notice of Exercise in respect of the exercise of any Options that, according to such Notice of Exercise, relate to relevant Convertible NotesNotes that are either (i) Make-Whole Convertible Notes or (ii) not Make-Whole Convertible Notes but in respect of which the Conversion Date occurs prior to the Free Convertibility Date, shall, in either case, 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 as an Early Termination Date (and Dealer shall use its commercially reasonable efforts to designate such Early Termination Date so that the related payment or delivery, as the case may be, hereunder in respect of the Relevant Conversion Options will occur on (or as promptly as reasonably practicable after) the related settlement for the conversion of the relevant Convertible Notes) with respect to the portion of this the Transaction corresponding to a number of Options (the “Repurchase Relevant Conversion Options”) equal to the lesser of (A) (x) the aggregate principal amount of such relevant Convertible Notes specified in such Repurchase NoticeNotice of Exercise, divided by USD 1,000 1,000, minus (y) the number of Relevant Conversion Options (as defined in the Base Convertible Bond Hedge Transaction Confirmation), if any, that relate to such relevant Convertible Notes (and for the purposes of determining whether any Options under this Confirmation or under the Base Convertible Bond Hedge Transaction Confirmation will be among the Relevant Conversion Options hereunder or under, and as defined in, the Base Convertible Bond Hedge Transaction Confirmation, the relevant Convertible Notes shall be allocated first to the Base Convertible Bond Hedge Transaction Confirmation until all Options thereunder are exercised or terminated), and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Relevant Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole Conversion 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 the Transaction (except that, for purposes of this Transaction Section 9(h)(ii), the provisions opposite the caption “Applicable Limit” above shall be deemed to be deleted from this Confirmation) and a Number of Options equal to the number of Make-Whole Relevant Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to “Conversion Rate” (as defined in the Conversion Rate Indenture) pursuant to Section 10.07 13.03 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty Conversion Unwind Payment shall not be greater than the product of (x) the Applicable Percentage and multiplied by (y) the number of Relevant Conversion Options multiplied by (z) the excess of (I) the “Conversion Rate” (1) as defined in the number of Make-Whole Conversion Options multiplied by (2) the Conversion Rate (Indenture after taking into account any applicable adjustments to the Conversion Rate thereto pursuant to Section 10.07 13.03 of the Indenture) ), multiplied by (3) a price per Share determined by the Calculation Agent Applicable Limit Price on the settlement date for the cash and/or Shares to be delivered pursuant to Section 13.02 of the Indenture in respect of the relevant Convertible Notes relating to such Conversion Unwind Payment, over (II) USD 1,000. (iii) Within five Scheduled Trading Days promptly following any Repayment Event (as defined below), Counterparty shall notify Dealer of such Repayment Event and the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 Notes subject to such Make-Whole Unwind Payment divided Repayment Event (any such notice, a “Repayment Notice”); provided that such Repayment Notice shall contain an acknowledgement by a price per Share determined by the Calculation Agent in good faith Counterparty of its responsibilities under applicable securities laws, and in a commercially reasonable manner. (ivparticular Section 9 and 10(b) If Counterparty fails to give Dealer a Notice of Exercise the Exchange Act and the rules and regulations promulgated thereunder in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing repurchase and delivery of such Unexercised Options EventRepayment Notice; provided further that, the aggregate principal amount of the Convertible Notes any “Repayment Notice” delivered to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment Dealer pursuant to the Excluded Provisions) that was applicable Base Convertible Bond Hedge Transaction Confirmation shall be deemed to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period be a Repayment Notice pursuant to this Confirmation and the Relevant Price on each terms of such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything Repayment Notice shall apply, mutatis mutandis, to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the . The receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, any Repayment Notice shall constitute an Additional Termination Event as provided in this Section 9(i)(iv)paragraph. Upon receipt of any such Unexercised Options Event Repayment Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Repayment Notice as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Unexercised Repayment Options”) equal to the lesser of (A) (x) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Repayment Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and1,000, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and minus (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Repayment Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for SharesBase Convertible Bond Hedge Transaction Confirmation), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.if

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if an event of default with respect to Counterparty occurs shall occur under the terms of the Convertible Notes as set forth in Section 6.01 5.01 of the Supplemental Indenture that which results in an acceleration of Counterparty’s payment obligation under the Convertible Notes pursuant to the terms of the Indenture, then such event of default acceleration shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, event of default (A) Counterparty shall be deemed to be the sole Affected Party, (B) Party and the Transaction shall be the sole Affected Transaction and (CB) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt by Dealer from Counterparty giving of any Repurchase Notice, within the applicable time period set forth in the preceding sentence, Notice of Exercise shall constitute an Additional Termination Event hereunder with respect to the number, if any, of Exercisable Options specified in such Notice of Exercise as provided in this corresponding to a conversion of Convertible Notes to which the provisions of Section 9(i)(ii)4.06 of the Supplemental Indenture apply. 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 (such day to occur as close as practicable, in Dealer’s commercially reasonable judgment, to the settlement date of the relevant Convertible Notes), with respect to the portion of this Transaction corresponding to number of such Exercisable Options so specified. The amount payable by Dealer to Counterparty pursuant to Section 6 of the Agreement upon such early termination shall be satisfied solely by delivery by Dealer to Counterparty of a number of Options Shares (the “Repurchase Options”and cash in lieu of fractional Shares) equal to the lesser of: (1) the product of (Ai) the Applicable Percentage and (ii) the aggregate principal amount number of such Convertible Notes specified in such Repurchase NoticeShares, divided by USD 1,000 and (B) if any, that Counterparty is required to deliver to the Number of Options as holders of the date Dealer designates such Early Termination Date relevant Convertible Notes, after taking into account any applicable adjustments to the Conversion Rate pursuant to Section 4.06 of the Supplemental Indenture and, as of such date, the Number of Options shall be reduced by (2) the number of Repurchase Options. Any payment hereunder with respect Shares equal to such termination shall be (i) the amount (the “Unwind Amount”) 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 such Additional Termination Event (without regard to this Transaction and section) divided by (ii) a Number price per Share determined by the Calculation Agent; provided that for the purposes of Options equal to determining the number of Repurchase OptionsUnwind Amount, (2A) Counterparty were shall be the sole Affected Party with respect to such Additional Termination Event and Event, (3B) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). Upon receipt of any such Notice of Exercise, Dealer shall be the party entitled to designate an Exchange Business Day following such Additional Termination Event (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole Unwind Payment”) shall be calculated pursuant to Section 6 6(b) 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event Agreement; and (3C) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, in determining the amount payable pursuant to Section 6 of the Agreement, the Calculation Agent (i) shall take into account the time value of this Transaction from the Early Termination Date to the Expiration Date and (ii) shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 4.06 of the Supplemental Indenture); provided further that the amount in case of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notespartial termination, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the terminated portion and such Transaction shall be the only Terminated Transaction. For the avoidance of doubt, (A) at the effective time of a Merger Event, each Share shall be deemed a unit of Reference Property and (B) the number of Unexercised Options, Shares (2and cash in lieu of fractional Shares) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination payable by Dealer to Counterparty pursuant to this Section 9(i)(ii) upon such early termination shall not be greater no less than the product aggregate number of (x) the Applicable Percentage and (y) the sum of the excess, Net Shares for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment Option terminated pursuant to the Excluded Provisionsthis Section 9(i)(ii), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representationas if such early termination had not occurred, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or excluding any adjustments to the Shares, (ii) it is not delivering Option Entitlement that result from corresponding adjustments to the Unexercised Options Event Notice Conversion Rate pursuant to create actual or apparent trading activity in the Shares or to manipulate the price Section 4.06 of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts matureSupplemental Indenture.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if If an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that and such event of default results in an acceleration of the Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Exchange Business Day as an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(ii). Upon receipt of any such Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Repurchase Notice Agreement (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the repurchase occurrence of such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transactionacceleration). (iiiii) Notwithstanding anything to the contrary in this Confirmation, the The receipt by Dealer from Counterparty, within the applicable time period set forth under “Notice of Exercise” above, of any Notice of Exercise in respect of the exercise of any Options that that, according to such Notice of Exercise, relate to relevant Convertible Notes as to that are either (i) Make-Whole Convertible Notes or (ii) not Make-Whole Convertible Notes but in respect of which additional Shares would be added the Conversion Date occurs prior to the Conversion Rate pursuant to Section 10.07 of the Indenture Free Convertibility Date, shall, in connection with a “Change in Control” (as defined in the Indenture) shall either case, constitute an Additional Termination Event as provided in this Section 9(i)(iii)paragraph. Upon receipt of any such Notice of Exercise, Dealer shall designate an Exchange Business Day following such Additional Termination Event as an Early Termination Date (which Exchange Business Day and Dealer shall be use its commercially reasonable efforts to designate such Early Termination Date so that the related payment or delivery, as the case may be, hereunder in respect of the Relevant Conversion Options will occur on (or as promptly as reasonably practicable after after) the related settlement date for such the conversion of the relevant Convertible Notes) as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Make-Whole Relevant Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of relevant Convertible Notes specified in such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth aboveExercise, to receive divided by USD 1,000, minus (y) the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Relevant Conversion Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the IndentureBase Convertible Bond Hedge Transaction Confirmation), but excluding if any, that relate to such relevant Convertible Notes (and for the purposes of determining whether any adjustment pursuant Options under this Confirmation or under the Base Convertible Bond Hedge Transaction Confirmation will be among the Relevant Conversion Options hereunder or under, and as defined in, the Base Convertible Bond Hedge Transaction Confirmation, the relevant Convertible Notes shall be allocated first to the Excluded Provisions) that was applicable to such Base Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Bond Hedge Transaction Confirmation until all Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisionsthereunder are exercised or terminated), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.and

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, Within five Scheduled Trading Days promptly following any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control Repayment Event (as defined in the Indenture) or otherwisebelow), Counterparty shall may notify Dealer in writing of such repurchase and cancellation Repayment Event and the aggregate principal amount of Convertible Notes so repurchased and cancelled subject to such Repayment Event (any such notice, a “Repurchase Repayment Notice”); provided that any such Repayment Notice shall contain an acknowledgment by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such Repayment Event and the delivery of such Repayment Notice. Notwithstanding anything to the contrary in this Confirmation, the The receipt by Dealer from Counterparty of any Repurchase Notice, within the applicable time period set forth in the preceding sentence, Repayment Notice shall constitute an Additional Termination Event as provided in this Section 9(i)(ii9(j)(ii). Upon receipt of any such Repurchase Repayment Notice, Dealer shall designate an Exchange Business Day following receipt of such Repurchase Repayment 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 with respect to the portion of this the Transaction corresponding to a number of Options (the “Repurchase Repayment Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Repayment Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.divided

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if If an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 6.02 of the Supplemental Indenture that and such event of default results in an acceleration of the Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Exchange Business Day as an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(ii). Upon receipt of any such Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Repurchase Notice Agreement (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for occurrence of such acceleration). (ii) Within five Scheduled Trading Days promptly following any Repayment Event (as defined below), Counterparty (x) in the case of a Repayment Event resulting from the repurchase of any Convertible Notes by Counterparty upon the occurrence of a “Fundamental Change” (as defined in the Indenture), shall notify Dealer in writing of such Repayment Event and (y) in the case of a Repayment Event not described in clause (x) above, may notify Dealer of such Repayment Event, in each case, including the aggregate principal amount of Convertible Notes (the “Repayment Convertible Notes”) subject to such Repayment Event (any such notice, a “Repayment Notice”); provided that no such Repayment Notice described in clause (y) above shall be effective unless it contains the representation by Counterparty set forth in Section 8(f) as of the date of such Repayment Notice; provided further that any “Repayment Notice” delivered to Dealer pursuant to the Base Call Option Confirmation shall be deemed to be a Repayment Notice pursuant to this Confirmation and the terms of such Repayment Notice shall apply, mutatis mutandis, to this Confirmation. The receipt by Dealer from Counterparty of any Repayment Notice shall constitute an Additional Termination Event as provided in this Section 9(j)(ii). Upon receipt of any such Repayment Notice, Dealer shall designate an Exchange Business Day following receipt of such Repayment Notice as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Repurchase Repayment Options”) equal to the lesser of (A) (x) the aggregate principal amount of such Convertible Notes specified in such Repurchase Repayment Notice, divided by USD 1,000 1,000, minus (y) the number of “Repayment Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes (and for the purposes of determining whether any Options under this Confirmation or under the Base Call Option Confirmation will be among the Repayment Options hereunder or under, and as defined in, the Base Call Option Confirmation, the Convertible Notes specified in such Repayment Notice shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated, and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Repayment Options. Any payment hereunder with respect to such termination (the “Make-Whole Repayment 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 the Transaction and a Number of Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Repayment Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that that, in the amount event of cash deliverable in respect a Repayment Event pursuant to Section 15.02 of such early termination by Dealer to Counterparty the Supplemental Indenture, the Repayment Unwind Payment shall not be greater than exceed (x) the number of Repayment Options multiplied by (y) the product of (xA) the Applicable Percentage and (yB) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Noticeif any, of (A) (I)(1I) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.per

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes being declared due and payable pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, (but in no any event later than the fifth Exchange Business Day after, within five Scheduled Trading Days) following any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control Repurchase Event (as defined in the Indenture) or otherwisebelow), Counterparty shall may notify Dealer in writing of such repurchase and cancellation Repurchase Event and the aggregate principal amount of Convertible Notes so repurchased and cancelled subject to such Repurchase Event (any such notice, a “Convertible Notes Repurchase Notice”); provided that any such Convertible Notes Repurchase Notice shall contain an acknowledgment by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such Repurchase Event and the delivery of such Convertible Notes Repurchase Notice. Notwithstanding anything to the contrary in this Confirmation, the The receipt by Dealer from Counterparty of any Convertible Notes Repurchase Notice, within the applicable time period set forth in the preceding sentence, Notice shall constitute an Additional Termination Event as provided in this Section 9(i)(ii)herein. Upon receipt of any such Convertible Notes Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Convertible Notes 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 Notesrelevant Repurchase Event) as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options Option (the “Repurchase Note Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Convertible Notes Repurchase Notice, divided by USD 1,000 1,000, minus the number of “Repurchase Note Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Note Options. Any payment hereunder with respect to such termination (the “Make-Whole Repurchase 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 the Transaction and a Number of Options equal to the number of Make-Whole Conversion Repurchase Note Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if an event of default with respect to Counterparty occurs under the terms of trustee for the Convertible Notes as set forth in Section 6.01 or the holders of the Indenture that results in an such Convertible Notes deliver a notification of acceleration of the Convertible Notes pursuant to the terms Notes, in each case in accordance with Section 6.02 of the Indenture, then such the related event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer JPMorgan shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt by Dealer from Counterparty giving of any Repurchase Notice, within Notice of Exercise in respect of Options that relate to Convertible Notes converted pursuant to Section 13.03 of the applicable time period set forth Indenture in connection with a “Make-Whole Fundamental Change” (as defined in the preceding sentence, Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iiclause (ii). Upon receipt of any such Repurchase Noticenotice, Dealer JPMorgan 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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Reduction Options”) equal to the lesser of (A) the aggregate principal amount number of such Convertible Notes Options specified in such Repurchase Notice, divided by USD 1,000 Notice of Exercise and (B) the Number of Options as of the date Dealer JPMorgan designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Reduction Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Reduction Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 13.03 of the Indenture); provided that (i) for purposes of determining “Close-out Amount” under this Section 9(h)(ii), the definition of such term shall be amended by adding the words “and Make-Whole Fundamental Change” after the words “Early Termination Date” and before “, have been required” in the first paragraph of such definition, and (ii) in no event shall the amount of cash deliverable in respect of such early termination by Dealer JPMorgan to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the excess of (I) (1) the number of Make-Whole Conversion Reduction Options multiplied by (2) the Conversion Rate (after taking into account any applicable adjustments to the Conversion Rate pursuant to Section 10.07 13.03 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent in a commercially reasonable manner over (II) the aggregate principal amount of such the corresponding Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes being declared due and payable pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, (but in no any event later than the fifth Exchange Business Day after, within five Scheduled Trading Days) following any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control Repurchase Event (as defined in the Indenture) or otherwisebelow), Counterparty shall may notify Dealer in writing of such repurchase and cancellation Repurchase Event and the aggregate principal amount of Convertible Notes so repurchased and cancelled subject to such Repurchase Event (any such notice, a “Convertible Notes Repurchase Notice”); provided that any such Convertible Notes Repurchase Notice shall contain an acknowledgment by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such Repurchase Event and the delivery of such Convertible Notes Repurchase Notice. Notwithstanding anything to the contrary in this Confirmation, the The receipt by Dealer from Counterparty of any Convertible Notes Repurchase Notice, within the applicable time period set forth in the preceding sentence, Notice shall constitute an Additional Termination Event as provided in this Section 9(i)(ii)herein. Upon receipt of any such Convertible Notes Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Convertible Notes 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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.as

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 6.02 of the Supplemental Indenture that results in an acceleration of the Convertible Notes pursuant to the terms Section 6.03 of the Supplemental Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer JPMorgan shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 Article 3 of the Supplemental Indenture in connection with a Fundamental Change in Control (as defined in the Supplemental Indenture) or otherwise), Counterparty shall notify Dealer JPMorgan in writing of such repurchase and cancellation and the aggregate principal amount of Convertible Notes so repurchased and cancelled (any such notice, a “Notes Repurchase Notice”). Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer JPMorgan from Counterparty of any Notes Repurchase Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(ii9(h)(ii). Upon receipt of any such Notes Repurchase Notice, Dealer JPMorgan shall designate an Exchange Business Day following receipt of such Notes 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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 minus the number of “Repurchase Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes and (B) the Number of Options as of the date Dealer JPMorgan designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer JPMorgan from Counterparty, within the applicable time period set forth under “Notice of Exercise” above, 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 pursuant to Section 10.07 of the Supplemental Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Supplemental Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(h)(iii). Upon receipt of any such Notice of Exercise, Dealer JPMorgan shall designate an Exchange Business Day following such Additional Termination Event (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser 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 and (B) the Number of Options as of the date Dealer JPMorgan designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Supplemental Indenture); provided that that, the amount of cash deliverable in respect of such early termination by Dealer JPMorgan to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the excess of (I) (1x)(1) the number of Make-Whole Conversion Options multiplied by (2) the Conversion Rate (after taking into account any applicable adjustments to the Conversion Rate pursuant to Section 10.07 of the Supplemental Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (IIy) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer JPMorgan as set forth above, to receive the Make-Whole Unwind Payment in Shares, in which case, in lieu of making such Make-Whole Unwind Payment as set forth above, Dealer JPMorgan shall deliver to Counterparty, within a commercially reasonable period of time after such designation as determined by Dealer JPMorgan (taking into account existing liquidity conditions and DealerJPMorgan’s hedging and hedge unwind activity or settlement activity in connection with such delivery) a number of Shares equal to such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results which has resulted in an acceleration of the Convertible Notes pursuant to the terms of the Indenturebecoming due and payable, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, following any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 Article 15 of the Indenture in connection with a Change in Control “Fundamental Change” (as defined in the Indenture) or otherwise), Counterparty shall notify Dealer in writing of such repurchase and cancellation and the aggregate principal amount number of Convertible Notes so repurchased and cancelled (any such notice, a “Fundamental Change Repurchase Notice”). Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty of any Fundamental Change Repurchase Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(ii9(h)(ii). Upon receipt of any such Fundamental Change Repurchase Notice, Dealer shall promptly designate an Exchange Business Day following receipt of such Fundamental Change Repurchase Notice (which Exchange Business Day in no event shall be on or as promptly as reasonably practicable after earlier than the related settlement date for the repurchase of such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount number of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 Notice and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty, within the applicable time period set forth under opposite “Notice of Exercise” abovein 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 10.07 14.03(a) of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(h)(iii). Upon receipt of any such Notice of Exercise, Dealer shall promptly designate an Exchange Business Day following such Additional Termination Event (which Exchange Business Day shall in no event be on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate (as defined in the Indenture) pursuant to Section 10.07 14.03 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 14.03 of the Indenture) multiplied by (3) a market price per Share determined by the Calculation Agent in a commercially reasonable manner over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated elect in its the relevant Notice of Exercise to Dealer as set forth above, to receive the any Make-Whole Unwind Payment in Shares, in which case, in lieu of making paying such Make-Whole Unwind Payment as set forth above, Dealer shall deliver to Counterparty, within a commercially reasonable period of time after such designation the relevant Early Termination 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 Payment, divided by (B) a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, ; provided that Counterparty may notify 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 Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) election that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of any material non-public information in respect of itself regarding Counterparty or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if If an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that and such event of default results in an acceleration of the Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Exchange Business Day as an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(ii). Upon receipt of any such Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Repurchase Notice Agreement (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the repurchase occurrence of such acceleration). (ii) The receipt by Dealer from Counterparty, within the applicable time period set forth under “Notice of Exercise” above, of any Notice of Exercise in respect of the exercise of any Options that, according to such Notice of Exercise, relate to relevant Convertible NotesNotes that are either (i) Make-Whole Convertible Notes or (ii) not Make-Whole Convertible Notes but in respect of which the Conversion Date occurs prior to the Free Convertibility Date, shall, in either case, 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 as an Early Termination Date (and Dealer shall use its commercially reasonable efforts to designate such Early Termination Date so that the related payment or delivery, as the case may be, hereunder in respect of the Relevant Conversion Options will occur on (or as promptly as reasonably practicable after) the related settlement for the conversion of the relevant Convertible Notes) with respect to the portion of this the Transaction corresponding to a number of Options (the “Repurchase Relevant Conversion Options”) equal to the lesser of (A) (x) the aggregate principal amount of such relevant Convertible Notes specified in such Repurchase NoticeNotice of Exercise, divided by USD 1,000 1,000, minus (y) the number of Relevant Conversion Options (as defined in the Base Convertible Bond Hedge Transaction Confirmation), if any, that relate to such relevant Convertible Notes (and for the purposes of determining whether any Options under this Confirmation or under the Base Convertible Bond Hedge Transaction Confirmation will be among the Relevant Conversion Options hereunder or under, and as defined in, the Base Convertible Bond Hedge Transaction Confirmation, the relevant Convertible Notes shall be allocated first to the Base Convertible Bond Hedge Transaction Confirmation until all Options thereunder are exercised or terminated), and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Relevant Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole Conversion 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 the Transaction (except that, for purposes of this Transaction Section 9(h)(ii), the provisions opposite the caption “Applicable Limit” above shall be deemed to be deleted from this Confirmation) and a Number of Options equal to the number of Make-Whole Relevant Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to “Conversion Rate” (as defined in the Conversion Rate Indenture) pursuant to Section 10.07 13.03 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty Conversion Unwind Payment shall not be greater than the product of (x) the Applicable Percentage and multiplied by (y) the number of Relevant Conversion Options multiplied by (z) the excess of (I) the “Conversion Rate” (1) as defined in the number of Make-Whole Conversion Options multiplied by (2) the Conversion Rate (Indenture after taking into account any applicable adjustments to the Conversion Rate thereto pursuant to Section 10.07 13.03 of the Indenture) ), multiplied by (3) a price per Share determined by the Calculation Agent Applicable Limit Price on the settlement date for the cash and/or Shares to be delivered pursuant to Section 13.02 of the Indenture in respect of the relevant Convertible Notes relating to such Conversion Unwind Payment, over (II) USD 1,000. (iii) Within five Scheduled Trading Days promptly following any Repayment Event (as defined below), Counterparty shall notify Dealer of such Repayment Event and the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 Notes subject to such Make-Whole Unwind Payment divided by Repayment Event (any such notice, a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Repayment Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty Repayment Notice shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery contain an acknowledgement by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged inits responsibilities under applicable securities laws, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation Mparticular Section 9 and 10(b) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under Exchange Act and the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.rules and

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if an event of default with respect to Counterparty occurs under the terms of trustee for the Convertible Notes as set forth in Section 6.01 or the holders of the Indenture that results in an such Convertible Notes deliver a notification of acceleration of the Convertible Notes pursuant to the terms Notes, in each case in accordance with Section 6.02 of the Indenture, then such the related event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt by Dealer from Counterparty giving of any Repurchase Notice, within Notice of Exercise in respect of Options that relate to Convertible Notes converted pursuant to Section 13.03 of the applicable time period set forth Indenture in connection with a “Make-Whole Fundamental Change” (as defined in the preceding sentence, Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iiclause (ii). Upon receipt of any such Repurchase Noticenotice, 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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Reduction Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Reduction Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Reduction Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 13.03 of the Indenture); provided that (i) for purposes of determining “Close-out Amount” under this Section 9(h)(ii), the definition of such term shall be amended by adding the words “and Make-Whole Fundamental Change” after the words “Early Termination Date” and before “, have been required” in the first paragraph of such definition, and (ii) in no event shall the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the excess of (I) (1) the number of Make-Whole Conversion Reduction Options multiplied by (2) the Conversion Rate (after taking into account any applicable adjustments to the Conversion Rate pursuant to Section 10.07 13.03 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent in a commercially reasonable manner over (II) the aggregate principal amount of such the corresponding Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate as determined pursuant to Section 10.07 11.01(b)(iv) of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in and determined pursuant to the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(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 on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the 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 10.07 11.07 of the Indenture); provided that (i) for purposes of determining “Close-out Amount” under this Section 9(h), the definition of such term shall be amended by adding the words “and the Make-Whole Fundamental Change” after the words “Early Termination Date” and before “, have been required” in the first paragraph of such definition, and (ii) the amount of cash deliverable payable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the excess of (I) (1) the number of Make-Whole Conversion Options Options, multiplied by (2) the Conversion Rate (after taking into account any applicable adjustments to the Conversion Rate as determined pursuant to Section 10.07 11.07 of the Indenture) ), multiplied by (3) a the opening price per Share on the Exchange on the Settlement Date as determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced USD1,000 multiplied by the number of Unexercised Make-Whole Conversion Options. Any payment hereunder with respect For the avoidance of doubt, to such termination shall be calculated pursuant 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 as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to under this Transaction and a Number of Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice section shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the market price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as following such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts matureoccurrence.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that and such event of default results in an the acceleration of Counterparty’s payment obligations under the Convertible Notes pursuant to the terms of the Indenture, then (A) such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination EventTransaction, (AB) Counterparty shall be deemed to be the sole Affected Party, (BC) the Transaction shall be the sole Affected Transaction and (CD) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 upon receipt by Dealer from Counterparty of any Repurchase Notice, within the applicable time period set forth notice in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(ii). Upon receipt writing of any such Repurchase Noticeacceleration, Dealer shall designate an Exchange Business in good faith a Scheduled Trading Day that is within a commercially reasonable period of time following receipt of such Repurchase Notice notice (which Exchange Business Scheduled Trading Day shall in no event be on or as promptly as reasonably practicable after earlier than the related settlement payment date for the repurchase of such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to following such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected TransactionEvent. (iiiii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iiiparagraph (l)(ii). Upon receipt of any such Notice of Exercise, Dealer shall designate an Exchange Business in good faith a Scheduled Trading Day following such Additional Termination Event that is within a commercially reasonable period of time (which Exchange Business Day in no event shall be on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) following such Additional Termination Event as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 12.03 of the Indenture); provided that in no event shall the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 12.03 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner over (II) the aggregate principal amount of such the corresponding Convertible Notes, as determined by the Calculation Agent in good faith and in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iviii) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may shall promptly notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount any repurchase and cancellation of Convertible Notes pursuant to Article 11 of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate Indenture in connection with a “Fundamental Change” (as defined in the Indenture, but excluding any adjustment pursuant to ) and the Excluded Provisions) that was applicable to such number of Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Periodso repurchased and cancelled (any such notice, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the a “Unexercised Options Event Repurchase Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, any Repurchase Notice shall constitute an Additional Termination Event as provided in this Section 9(i)(ivparagraph (l)(iii). Upon receipt of any such Unexercised Options Event Repurchase Notice, Dealer shall designate an Exchange Business in good faith a Scheduled Trading Day occurring as promptly as practicable that is within a commercially reasonable period of time (which in no event shall be earlier than the related settlement date for such repurchase of Convertible Notes) following receipt of such Unexercised Options Additional Termination Event Notice as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Unexercised Repurchase Options”) equal to the lesser of (A) the aggregate principal amount number of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 Repurchase Notice and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if an event of default with respect to Counterparty occurs under that results in the acceleration of the Convertible Notes pursuant to the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but (and in no any event later than the fifth Exchange Business Day after, within five Scheduled Trading Days) following any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control Repurchase Event (as defined in the Indenture) or otherwisebelow), Counterparty shall may notify Dealer in writing of such repurchase and cancellation Repurchase Event and the aggregate principal amount number of Convertible Notes so repurchased and cancelled subject to such Repurchase Event (any such notice, a “Repurchase NoticeNotification”). Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty of (x) any Repurchase NoticeNotification, within the applicable time period set forth in the preceding sentence, and (y) a written representation and warranty by Counterparty that, as of the date of such Repurchase Notification, Counterparty is not in possession of any material non-public information regarding Counterparty or the Shares, shall constitute an Additional Termination Event as provided in this Section 9(i)(ii)paragraph. Upon receipt of any such Repurchase NoticeNotification and the related written representation and warranty, Dealer shall promptly designate an Exchange Business Day following receipt of such Repurchase Notice Notification (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related repurchase settlement date for the repurchase of such Convertible Notesrelevant Repurchase Event) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount number of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 Notification and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and Event, (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything no adjustment to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in ControlRate” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.Convertible

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 [6.01] of the Indenture that and such event of default results in an acceleration of the Convertible Notes pursuant to the terms of the Indenturebecoming or being declared due and payable, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, Within five Scheduled Trading Days promptly following any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control Repayment Event (as defined in the Indenture) or otherwisebelow), Counterparty shall notify Dealer in writing of such repurchase and cancellation Repayment Event and the aggregate principal amount of Convertible Notes so repurchased and cancelled subject to such Repayment Event (any such notice, a “Repurchase Repayment Notice”). Notwithstanding anything to the contrary in this Confirmation, the The receipt by Dealer from Counterparty of (x) any Repurchase Repayment Notice, within the applicable time period set forth in the preceding sentence, and (y) a written representation of Counterparty that, as of the date of such Repayment Notice, Counterparty is not in possession of any material non-public information regarding Counterparty or the Shares, shall constitute an Additional Termination Event as provided in this Section 9(i)(ii9(j)(ii). Upon receipt of any such Repurchase Repayment Notice, Dealer shall designate an Exchange Business Day following receipt of such Repurchase Repayment 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 Notesrelevant Repayment Event) as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Repurchase Repayment Options”) equal to the lesser of (A) [(x)] the aggregate principal amount of such Convertible Notes specified in such Repurchase Repayment Notice, divided by USD 1,000 1,000, [minus (y) the number of “Repayment Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes (and for the purposes of determining whether any Options under this Confirmation or under the Base Call Option Confirmation will be among the Repayment Options hereunder or under, and as defined in, the Base Call Option Confirmation, the Convertible Notes specified in such Repayment Notice shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated),]17 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Repayment Options. Any payment hereunder with respect to such termination (the “Make-Whole Repayment 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 the Transaction and a Number of Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Repayment Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided . “Repayment Event” means that the amount (i) any Convertible Notes are repurchased (whether in connection with or as a result of cash deliverable a fundamental change, howsoever defined, or for any other reason) by Counterparty or any of its subsidiaries, (ii) any Convertible Notes are delivered to Counterparty or any of its subsidiaries in respect exchange for delivery of any property or assets of such early termination by Dealer to Counterparty shall not be greater than the product of party (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisionshowsoever described), multiplied by (3iii) the Relevant Price on such Valid Day, over (II) the aggregate any principal amount of any of the Convertible Notes corresponding is repaid prior to the Unexercised Optionsfinal maturity date of the Convertible Notes (for any reason other than as a result of an acceleration of the Convertible Notes that results in an Additional Termination Event pursuant to the preceding Section 9(j)(i)), divided or (iv) any Convertible Notes are exchanged by or for the benefit of the Holders thereof for any other securities of Counterparty or any of its subsidiaries (Bor any other property, or any combination thereof) 20 pursuant to any exchange offer or similar transaction. For the avoidance of doubt, any conversion of Convertible Notes (the “Unexercised Options Payment”). Counterparty may irrevocably electwhether into cash, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” Reference Property (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository shareIndenture) or any security convertible into or exchangeable for Shares prior combination thereof) pursuant to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has terms of the ability to pay its debts and obligations as such debts mature and does Indenture shall not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts matureconstitute a Repayment Event. 17 Include in the Additional Call Option Confirmation.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if If an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that and such event of default results in an acceleration of the Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Exchange Business Day as an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(ii). Upon receipt of any such Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Repurchase Notice Agreement (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the repurchase occurrence of such acceleration). (ii) The receipt by Dealer from Counterparty, within the applicable time period set forth under “Notice of Exercise” above, of any Notice of Exercise in respect of the exercise of any Options that, according to such Notice of Exercise, relate to relevant Convertible NotesNotes that are either (i) Make-Whole Convertible Notes or (ii) not Make-Whole Convertible Notes but in respect of which the Conversion Date occurs prior to the Free Convertibility Date, shall, in either case, 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 as an Early Termination Date (and Dealer shall use its commercially reasonable efforts to designate such Early Termination Date so that the related payment or delivery, as the case may be, hereunder in respect of the Relevant Conversion Options will occur on (or as promptly as reasonably practicable after) the related settlement for the conversion of the relevant Convertible Notes) with respect to the portion of this the Transaction corresponding to a number of Options (the “Repurchase Relevant Conversion Options”) equal to the lesser of (A) the aggregate principal amount of such relevant Convertible Notes specified in such Repurchase NoticeNotice of Exercise, divided by USD 1,000 1,000, and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Relevant Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole Conversion 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 the Transaction (except that, for purposes of this Transaction Section 9(h)(ii), the provisions opposite the caption “Applicable Limit” above shall be deemed to be deleted from this Confirmation) and a Number of Options equal to the number of Make-Whole Relevant Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to “Conversion Rate” (as defined in the Conversion Rate Indenture) pursuant to Section 10.07 13.03 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty Conversion Unwind Payment shall not be greater than the product of (x) the Applicable Percentage and multiplied by (y) the number of Relevant Conversion Options multiplied by (z) the excess of (I) the “Conversion Rate” (1) as defined in the number of Make-Whole Conversion Options multiplied by (2) the Conversion Rate (Indenture after taking into account any applicable adjustments to the Conversion Rate thereto pursuant to Section 10.07 13.03 of the Indenture) ), multiplied by (3) a price per Share determined by the Calculation Agent Applicable Limit Price on the settlement date for the cash and/or Shares to be delivered pursuant to Section 13.02 of the Indenture in respect of the relevant Convertible Notes relating to such Conversion Unwind Payment, over (II) USD 1,000. (iii) Within five Scheduled Trading Days promptly following any Repayment Event (as defined below), Counterparty shall notify Dealer of such Repayment Event and the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 Notes subject to such Make-Whole Unwind Payment divided Repayment Event (any such notice, a “Repayment Notice”); provided that such Repayment Notice shall contain an acknowledgement by a price per Share determined by the Calculation Agent in good faith Counterparty of its responsibilities under applicable securities laws, and in a commercially reasonable manner. (ivparticular Section 9 and 10(b) If Counterparty fails to give Dealer a Notice of Exercise the Exchange Act and the rules and regulations promulgated thereunder in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing repurchase and delivery of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Repayment Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the The receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, any Repayment Notice shall constitute an Additional Termination Event as provided in this Section 9(i)(iv)paragraph. Upon receipt of any such Unexercised Options Event Repayment Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Repayment Notice as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Unexercised Repayment Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Repayment Notice, divided by USD 1,000 1,000, and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Repayment Options. Any payment hereunder with respect to such termination (the “Repayment 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 the Transaction and a Number of Options equal to the number of Unexercised Repayment Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.sole

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if If an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that and such event of default results in an acceleration of the Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Exchange Business Day as an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(ii). Upon receipt of any such Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Repurchase Notice Agreement (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for occurrence of such acceleration). (ii) Within five Scheduled Trading Days promptly following any Repayment Event (as defined below), Counterparty (x) in the case of a Repayment Event resulting from the repurchase of such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such any Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) Counterparty upon the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect occurrence of a Transaction having terms identical to this Transaction and a Number of Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in ControlFundamental Change” (as defined in the Indenture) or a redemption of any Convertible Notes by Counterparty pursuant to Section 16.01 of the Indenture, shall notify Dealer in writing of such Repayment Event and (y) in the case of a Repayment Event not described in clause (x) above, may notify Dealer of such Repayment Event, in each case, including the aggregate principal amount of Convertible Notes (the “Repayment Convertible Notes”) subject to such Repayment Event (any such notice, a “Repayment Notice”); provided that no such Repayment Notice described in clause (y) above shall be effective unless it contains the representation by Counterparty set forth in Section 8(f) as of the date of such Repayment Notice[; provided further that any “Repayment Notice” delivered to Dealer pursuant to the Base Call Option Confirmation shall be deemed to be a Repayment Notice pursuant to this Confirmation and the terms of such Repayment Notice shall apply, mutatis mutandis, to this Confirmation]19. The receipt by Dealer from Counterparty of any Repayment Notice shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(j)(ii), it being understood that no Repayment Event shall constitute an Additional Termination Event hereunder unless Dealer has so received such Repayment Notice. Upon receipt of any such Notice of ExerciseRepayment Notice, Dealer shall designate an Exchange Business Day following such Additional Termination Event (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Repayment Notice as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Unexercised Repayment Options”) equal to the lesser of (A) [(x)] the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Repayment Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and1,000, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and [minus (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised “Repayment Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for SharesBase Call Option Confirmation), if any, that relate to such Convertible Notes (iv) there has not been and for the purposes of determining whether any public announcement (Options under this Confirmation or under the Base Call Option Confirmation will be among the Repayment Options hereunder or under, and as defined in Rule 165(f) under in, the Securities Act) of any mergerBase Call Option Confirmation, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable 19 Insert for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts matureAdditional Call Option Confirmation.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 6.02 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Supplemental Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty, within the applicable time period set forth under opposite “Notice of Exercise” abovein 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 Rate” (as defined in the Indenture) pursuant to Section 10.07 12.03 of the Supplemental Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(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 on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser 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 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 the Transaction and a Number of Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to “Conversion Rate” (as defined in the Conversion Rate Indenture) pursuant to Section 10.07 12.03 of the Supplemental Indenture); provided that the amount of cash deliverable payable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the excess of (I) (1) the number of Make-Whole Conversion Options Options, multiplied by (2) the “Conversion Rate Rate” (as defined in the Indenture, and after taking into account any applicable adjustments to the “Conversion Rate Rate” pursuant to Section 10.07 12.03 of the Supplemental Indenture) ), multiplied by (3) a market price per Share determined by the Calculation Agent in a commercially reasonable manner over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iviii) If Counterparty fails to give Dealer a Notice of Exercise Promptly (but in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. event within five Scheduled Trading Days) following any Repurchase Event (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”as defined below), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, Repurchase Event and the aggregate principal amount of the Convertible Notes subject to which such Unexercised Options Repurchase Event relates(any such notice, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) a “Convertible Notes Repurchase Notice”); provided that was applicable to no such Convertible Notes on each Scheduled Valid Day during Repurchase Notice shall be effective unless it contains the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements representation by Counterparty listed below, set forth in Section 8(f) as of the date of such Convertible Notes Repurchase Notice. The receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, any Convertible Notes Repurchase Notice shall constitute an Additional Termination Event as provided in this Section 9(i)(iv9(h)(iii). Upon receipt of any such Unexercised Options Event Convertible Notes Repurchase Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Convertible Notes Repurchase Notice (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the relevant Repurchase Event) as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Unexercised Repurchase Options”) equal to the lesser of (A) the aggregate principal amount number of such Convertible Notes specified in such Unexercised Options Event Convertible Notes Repurchase Notice, divided by USD 1,000 minus the “Repurchase Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes specified in such Convertible Notes Repurchase Notice and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Repurchase Options. Any payment hereunder with respect to such termination (the “Repurchase 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 the Transaction and a Number of Options equal to the number of Unexercised Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided . “Repurchase Event” means that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, any Convertible Notes are repurchased (ii) it is not delivering the Unexercised Options Event Notice whether pursuant to create actual or apparent trading activity in the Shares or to manipulate the price Section 13.02 of the Shares, (iiiSupplemental Indenture or otherwise) it is not engaged in, by Counterparty or any of its subsidiaries and will not engage in until the occurrence of the related Early Termination Date, a cancelled or are no longer “distributionOutstanding” (as defined in Regulation Mthe Indenture) under the Indenture, (ii) any Convertible Notes are delivered to Counterparty in exchange for delivery of the Shares (any property or assets of Counterparty or any security convertible, exchangeable of its subsidiaries (howsoever described) and cancelled or exercisable for Shares), (iv) there has not been any public announcement are no longer “Outstanding” (as defined in Rule 165(fthe Indenture) under the Securities ActIndenture, (iii) any principal of any mergerof the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes (other than upon acceleration of the Convertible Notes described in Section 9(h)(i)) and such Convertible Notes are cancelled or are no longer “Outstanding” (as defined in the Indenture) under the Indenture, acquisitionor (iv) any Convertible Notes are exchanged by or for the benefit of the “Holders” (as defined in the Base Indenture) thereof for any other securities of Counterparty or any of its Affiliates (or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), and such Convertible Notes are cancelled or are no longer “Outstanding” (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18the Indenture) not to, directly or indirectly (including, without limitation, by means under the Indenture; provided that any conversion of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior Convertible Notes pursuant to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has terms of the ability to pay its debts and obligations as such debts mature and does Indenture shall not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts matureconstitute a Repurchase Event.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, upon any Early Conversion in respect of which Counterparty has delivered an Early Unwind Notice (as defined below): (A) the giving of such Early Unwind Notice shall constitute an Additional Termination Event as provided in this clause (i); provided that any such Early Unwind Notice shall contain an acknowledgment by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of the delivery of such Early Unwind Notice; provided further that the provisions of this Section 10(i)(i) shall not apply to any Affected Convertible Note (i) with respect to which Counterparty has elected the “Exchange in Lieu of Conversion” option pursuant to Section 14.12 of the Indenture and (ii) that has been accepted by the designated financial institution pursuant to Section 14.12 of the Indenture, except to the extent that Counterparty notifies Dealer, within ten Scheduled Trading Days of the then applicable conversion settlement date determined pursuant to Section 14.02(c) of the Indenture, that (x) such financial institution has failed to pay or deliver, as the case may be, the consideration due upon conversion of such Affected Convertible Note, or (y) such Affected Convertible Note is subsequently resubmitted to Counterparty for Early Conversion in accordance with the terms of the Indenture; (B) upon receipt of any such Early Unwind Notice, Dealer shall designate an Exchange Business Day as an Early Termination Date (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related conversion settlement date for such Early Conversion) with respect to the portion of the Transaction corresponding to a number of Options (the “Affected Number of Options”) equal to the lesser of (x) the number of Affected Convertible Notes (as defined below) minus the “Affected Number of Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Affected Convertible Notes and (y) the Number of Options as of the Conversion Date for such Early 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 a Transaction having terms identical to the Transaction and a Number of Options equal to the Affected Number of Options, (y) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (z) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 10(m) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this Section 10(i)(C) as if Counterparty were not the Affected Party); (D) 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 assume that (x) the relevant Early Conversion and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Rate have occurred pursuant to any Excluded Provision and (z) the corresponding Convertible Notes remain outstanding; and (E) the Transaction shall remain in full force and effect, except that, as of the Conversion Date for such Early Conversion, the Number of Options shall be reduced by the Affected Number of Options. (ii) Notwithstanding anything to the contrary in this Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that and such event of default results in an acceleration of the Convertible Notes pursuant to the terms of the Indenturebeing accelerated and declared due and payable, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the AgreementAgreement (which Early Termination Date shall be on or as promptly as reasonably practicable after Dealer becomes aware of the occurrence of such acceleration). (iiiii) Promptly following, but in no event later than the fifth Exchange Business Day after, Within five Scheduled Trading Days following any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control Repayment Event (as defined in the Indenture) or otherwisebelow), Counterparty shall may notify Dealer in writing of such repurchase and cancellation Repayment Event and the aggregate principal amount of Convertible Notes so repurchased and cancelled subject to such Repayment Event (any such notice, a “Repurchase Repayment Notice”); provided that any such Repayment Notice shall contain an acknowledgement by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of the delivery of such Repayment Notice and shall remake the representation set forth in Section 8(f) as of the date of such Repayment Notice. Notwithstanding anything Any Repayment Notice delivered to Dealer pursuant to the contrary in Base Call Option Confirmation shall be deemed to be a Repayment Notice pursuant to this ConfirmationConfirmation and the terms of such Repayment Notice shall apply, the mutatis mutandis, to this Confirmation The receipt by Dealer from Counterparty of any Repurchase Notice, within the applicable time period set forth in the preceding sentence, Repayment Notice shall constitute an Additional Termination Event as provided in this Section 9(i)(ii10(i)(iii). Upon receipt of any such Repurchase Repayment Notice, Dealer shall designate an Exchange Business Day following receipt of such Repurchase Repayment Notice (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related repurchase settlement date for the repurchase of such Convertible Notesrelevant repayment event) as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Repurchase Repayment Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. The following Additional Termination Events will apply: (i) Notwithstanding anything to the contrary in this Confirmation, if an event of default If a Rating Agency Downgrade has occurred and BSFP has not complied with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture16 below, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, shall have occurred with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction BSFP and BSFP shall be the sole Affected Transaction and (C) Dealer shall be the party entitled Party with respect to designate such an Early Additional Termination Date pursuant to Section 6(b) of the AgreementEvent. (ii) Promptly following, but in no event later than If the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant Trustee is unable to Section 3.02 of the Indenture in connection with a Change in Control (as defined in the Indenture) pay its Class A Certificates or otherwise), Counterparty shall notify Dealer fails or admits in writing of such repurchase and cancellation and the aggregate principal amount of Convertible Notes so repurchased and cancelled (any such noticeits inability to pay its Class A Certificates as they become due, a “Repurchase Notice”). Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty of any Repurchase Notice, within the applicable time period set forth in the preceding sentence, shall constitute then an Additional Termination Event as provided in this Section 9(i)(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 have occurred with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 Counterparty and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options Counterparty shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected TransactionEvent. (iii) Notwithstanding anything to the contrary in this ConfirmationIf, at any time, the receipt by Dealer from Counterparty, within Majority Class CE Certificateholder or the applicable time period set forth under “Notice of Exercise” above, of any Notice of Exercise in respect of Options that relate to Convertible Notes as to which additional Shares would be added to Servicer and the Conversion Rate NIMS Insurer purchases the Mortgage Loans pursuant to Section 10.07 9.01 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute Pooling and Servicing Agreement, then an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date have occurred with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise Counterparty and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options Counterparty shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3Event; provided, however, that notwithstanding the provisions of Section 6(b)(iv) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, in determining the amount payable pursuant to Section 6 of the ISDA Form Master Agreement, the Calculation Agent either BSFP or Counterparty may designate an Early Termination Date (such date shall not take into account any adjustments be prior to the Option Entitlement that result from corresponding adjustments to final Distribution Date under the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable Pooling and Servicing Agreement) in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable mannerthis Additional Termination Event. (iv) If Counterparty fails to give Dealer If, upon the occurrence of a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Swap Disclosure Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded ProvisionsSection 18 below) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event NoticeBSFP has not, within ten (10) Business Days after such Swap Disclosure Event complied with any of the applicable time period provisions set forth in the preceding sentenceSection 17 below, shall constitute then an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date have occurred with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 BSFP and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options BSFP shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts matureEvent.

Additional Termination Events. (a) (i) Notwithstanding anything to Any breach by the contrary in this Confirmation, if an event Derivative Provider of default with respect to Counterparty occurs under the terms of the Convertible Notes as a representation or warranty set forth in Section 6.01 3 to the extent made as of a date prior to a Closing Date, which is not cured by such Closing Date (or, in the case of information required under Section 2(a), the date of printing of the Indenture that results Free Writing Prospectus or Prospectus Supplement, as applicable), or (ii) any breach by the Derivative Provider of a representation or warranty pursuant to Section 3 to the extent made as of a date subsequent to such Closing Date, or (iii) any failure by the Derivative Provider to comply with the requirements of Section 2(a), Section 2(b)(ii) or so much of Section 2(b)(iii) as relates to Section 2(a) or 2(b)(ii), shall immediately and automatically, without notice, constitute an Additional Termination Event under each Derivative Agreement, entered into in an acceleration connection with the related Securitization with respect to which the Derivative Provider shall be the sole Affected Party. (b) Any failure of the Convertible Notes pursuant Derivative Provider to satisfy the terms requirements of the Indenture, then such event Section 2(b)(ii) within ten (10) calendar days of default any Derivative Disclosure Event shall constitute an Additional Termination Event applicable to under each Derivative Agreement entered into in connection with the Transaction andrelated Securitization, with which respect to such Additional Termination Event, (A) Counterparty which the Derivative Provider shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (iic) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation Following a termination of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt by Dealer Derivative Agreement resulting 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 set forth in this Section 9(i)(ii). Upon receipt of any such Repurchase Notice6, Dealer shall designate an Exchange Business Day following receipt of such Repurchase Notice a termination payment (which Exchange Business Day if any) shall be on or payable under such Derivative Agreement by the applicable party as promptly as reasonably practicable after determined under Section 6(e)(ii) of the related settlement date Master Agreement, with Market Quotation and Second Method being the applicable method for the repurchase of determining such Convertible Notes) as an Early Termination Date with respect termination payment (notwithstanding anything in such Derivative Agreement to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transactioncontrary). (iiid) Notwithstanding anything to In the contrary event that a replacement entity or replacement derivative agreement has been secured in this Confirmationaccordance with Section 2(b)(ii)(B), or a guarantor has been secured in accordance with Section 2(b)(ii)(C), the receipt Derivative Provider shall promptly reimburse the Issuing Entity for all reasonable incidental expenses incurred 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture Issuing Entity in connection with a “Change the replacement of the Derivative Provider or Derivative Agreement or addition of such guarantor. The provisions of this paragraph shall not limit whatever rights the Issuing Entity may have under other provisions of this Agreement or otherwise, whether in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). Upon receipt of any equity or at law, 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date andaction for damages, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 specific performance or settlement activity in connection with such delivery) a number of Shares equal to such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable mannerinjunctive relief. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if an event of default with respect to Counterparty occurs under that results in the acceleration of the Convertible Notes pursuant to the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but (and in no any event later than the fifth Exchange Business Day after, within five Scheduled Trading Days) following (i) any repurchase and cancellation (which, for the avoidance of doubt, includes any exchange transaction) of Convertible Notes (whether Notes, including without limitation pursuant to Section 3.02 Article 15 of the Indenture in connection with a Change in Control “Fundamental Change” (as defined in the Indenture) or otherwise), Counterparty shall (ii) any conversion of the Convertible Notes in exchange for delivery of any property or assets of Issuer or any of Issuer’s subsidiaries (howsoever described) (other than the delivery of conversion consideration pursuant to the terms of the Indenture), or (iii) any cancellation of Convertible Notes following any repurchase of Convertible Notes set forth in clause (i) for which no Repurchase Notice was previously delivered (any such event, a “Repurchase Event”), Counterparty, in the case of clause (i), may, and in the case of clauses (ii) and (iii), shall, notify Dealer in writing of such repurchase and cancellation Repurchase Event and the aggregate principal amount number of Convertible Notes so repurchased and cancelled subject to such Repurchase Event (any such notice, a “Repurchase Notice”)[; provided that any “Repurchase Notice” delivered to Dealer pursuant to the Base Call Option Confirmation shall deemed to be a Repurchase Notice pursuant to this Confirmation and the terms of such Repurchase Notice shall apply, mutatis mutandis, to this Confirmation]19. Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty of (x) any Repurchase Notice, within the applicable time period set forth in the preceding sentence, and (y) a written representation and warranty by Counterparty that, as of the date of such Repurchase Notice, Counterparty is not in possession of any material non-public information regarding Counterparty or the Shares, shall constitute an Additional Termination Event as provided in this Section 9(i)(ii)paragraph. Upon receipt of any such Repurchase NoticeNotice and the related 18 To be included for broker-dealer. 19 Insert for Additional Call Option Confirmation. written representation and warranty, Dealer shall promptly 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 repurchase settlement date for the repurchase of such Convertible Notesrelevant Repurchase Event) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount number of such Convertible Notes specified in such Repurchase NoticeNotice [minus the number of “Repurchase Options” (as defined in the Base Call Option Confirmation), divided by USD 1,000 if any, that relate to such Convertible Notes]20 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event, (3) no adjustment to the “Conversion Rate” (as defined in the Indenture) for the Convertible Notes has occurred pursuant to any Excluded Provision, (4) the corresponding Convertible Notes remaining outstanding as if the circumstances related to the Repurchase Event had not occurred, (5) the relevant Repurchase Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, and (36) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmationthe Equity Definitions, if, as a result of an Extraordinary Event, the receipt 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 that relate to Convertible Notes as to which additional Shares Transaction would be added to the Conversion Rate cancelled or terminated (whether in whole or in part) pursuant to Section 10.07 Article 12 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute Equity Definitions, an Additional Termination Event as provided in this Section 9(i)(iii). Upon receipt of any such Notice of Exercise(with the Transaction (or portion thereof) being the Affected Transaction, Counterparty being the sole Affected Party and Dealer shall being the party entitled to designate an Exchange Business Day following such Additional Termination Event (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect pursuant to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”Section 6(h) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole Unwind Payment”Agreement) shall be calculated pursuant deemed to occur, and, in lieu of Sections 12.7, 12.8 and 12.9 of the Equity Definitions, 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect shall apply to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 14.03 of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(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 on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 14.03(c) of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 14.03(c) of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Relevant Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 12.03 of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(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 on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 12.03 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 12.03 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.over

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if an event of default with respect to Counterparty occurs under the terms Additional Termination Events will apply The occurrence of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture, then such event of default following shall constitute an Additional Termination Event: (i) If a Rating Agency Downgrade has occurred and BSFP has not, within 30 days, complied with paragraph (12) below, then an Additional Termination Event applicable to the Transaction and, shall have occurred with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction BSFP and BSFP shall be the sole Affected Transaction and (C) Dealer shall be the party entitled Party with respect to designate such an Early Additional Termination Date pursuant to Section 6(b) of the AgreementEvent. (ii) Promptly followingIf, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant due to Section 3.02 of the Indenture in connection with a Change in Control (as defined insufficient funds in the Indenture) accounts that the Administrator is holding and the Class A Certificates cannot be paid, or otherwise), Counterparty shall notify Dealer the Administrator fails or admits in writing of such repurchase and cancellation and its inability to pay the aggregate principal amount of Convertible Notes so repurchased and cancelled (any such noticeClass A Certificates as they become due, a “Repurchase Notice”). Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty of any Repurchase Notice, within the applicable time period set forth in the preceding sentence, shall constitute then an Additional Termination Event as provided in this Section 9(i)(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 have occurred with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 Counterparty and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options Counterparty shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected TransactionEvent. (iii) Notwithstanding anything to the contrary in this ConfirmationIf, at any time, the receipt by Dealer from CounterpartyNIM Insurer, within if any, or the applicable time period set forth under “Notice of Exercise” above, of any Notice of Exercise in respect of Options that relate to Convertible Notes as to which additional Shares would be added to Servicer purchases the Conversion Rate Mortgage Loans pursuant to Section 10.07 9.01 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute Pooling and Servicing Agreement, then an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date have occurred with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options Counterparty with Counterparty as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3Event. Notwithstanding the provisions of section 6(b)(iv) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, in determining the amount payable pursuant to Section 6 of the ISDA Form Master Agreement, the Calculation Agent either BSFP or Counterparty may designate an Early Termination Date (provided that such date shall not take into account any adjustments be prior to the Option Entitlement that result from corresponding adjustments to final Distribution Date under the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable Pooling and Servicing Agreement) in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable mannerthis Additional Termination Event. (iv) If Counterparty fails to give Dealer If, upon the occurrence of a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Swap Disclosure Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisionsparagraph 15 below) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event NoticeBSFP has not, within 10 Business Days after such Swap Disclosure Event complied with any of the applicable time period provisions set forth in the preceding sentenceclause (iii) of paragraph 15 below, shall constitute then an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date have occurred with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 BSFP and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options BSFP shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts matureEvent.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, (but in no any event later than the fifth Exchange Business Day after, within three Scheduled Trading Days) following any repurchase and cancellation of Convertible Notes (whether Notes, including without limitation pursuant to Section 3.02 Article 15 of the Indenture in connection with a Change in Control “Fundamental Change” (as defined in the Indenture) or otherwise(a “Convertible Notes Repurchase Event”), Counterparty shall may notify Dealer in writing of such repurchase and cancellation and the aggregate principal amount number of Convertible Notes in USD 1,000 principal amount so repurchased and cancelled (any such notice, a “Notes Repurchase Notice”), which Notes Repurchase Notice shall contain an acknowledgement by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such repurchase and cancellation and its delivery of such Notes Repurchase Notice. Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty of any Notes Repurchase Notice, within the applicable time period set forth in the preceding sentence, Notice shall constitute an Additional Termination Event as provided in this Section 9(i)(ii)paragraph. Upon receipt of any such Notes Repurchase Notice, Dealer shall promptly designate an Exchange Business Day following receipt of such Notes Repurchase Notice (which Exchange Business Day in no event shall be on or as promptly as reasonably practicable after earlier than the related repurchase settlement date for the repurchase of such Convertible Notes) as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount number of such Convertible Notes specified in such Notes Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 the Transaction and a Number of Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. For the avoidance of doubt, in determining the amount payable in respect of such Additional Termination Event pursuant to Section 6 of the Agreement, Dealer shall assume (1) the relevant Convertible Notes Repurchase Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions of, by or on behalf of Counterparty leading thereto had not occurred, (2) no adjustments to the Conversion Rate have occurred pursuant to any Excluded Provision and (3) the Convertible Notes remain outstanding. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty, within the applicable time period set forth under “Notice occurrence of Exercise” above, 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 pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) an Amendment Event shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect applicable to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and Event, (3A) Counterparty shall be deemed to be the sole Affected Party, (B) the terminated portion of the Transaction were shall be the sole Affected Transaction and (and, for C) Dealer shall be the avoidance of doubt, in determining the amount payable party entitled to designate an Early Termination Date pursuant to Section 6 6(b) of the Agreement. “Amendment Event” means that Counterparty amends, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) modifies, supplements or obtains a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise waiver in respect of any Options corresponding to term of the Indenture or the Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day that would require consent of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to holders of not less than 100% of the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relatesamend (other than, the Conversion Rate in each case, any amendment or supplement (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisionsx) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 10.01(h) of the Agreement Indenture that, 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty Agent, conforms the Indenture to the description of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity Convertible Notes in the Shares Offering Memorandum or (y) pursuant to manipulate the price Section 14.07 of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for SharesIndenture), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees thateach case, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers Dealer (each as defined in Rule 10b-18) such consent not to, directly to be unreasonably withheld or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts maturedelayed).

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 14.03 of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) (such Convertible Notes, “Make-Whole Convertible Notes”) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(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 on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.Early

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, following any repurchase and cancellation of Convertible Notes (whether Notes, including without limitation pursuant to Section 3.02 Article 15 of the Indenture in connection with a Change in Control “Fundamental Change” (as defined in the Indenture) or otherwise), Counterparty shall notify Dealer in writing of such repurchase and cancellation and the aggregate principal amount number of Convertible Notes so repurchased and cancelled (any such notice, a “Repurchase Repayment Notice”). Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty of (x) any Repurchase Repayment Notice, within the applicable time period set forth in the preceding sentence, and (y) a written representation and warranty by Counterparty that, as of the date of such Repayment Notice, Counterparty is not in possession of any material non-public information regarding Counterparty or the Shares, shall constitute an Additional Termination Event as provided in this Section 9(i)(ii). Upon receipt of any such Repurchase NoticeRepayment Notice and the related written representation and warranty, Dealer shall promptly designate an Exchange Business Day following receipt of such Repurchase Repayment Notice (which Exchange Business Day in no event shall be on or as promptly as reasonably practicable after earlier than the related settlement date for the repurchase of such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount number of such Convertible Notes specified in such Repayment Notice [minus the number of “Repurchase NoticeOptions” (as defined in the Base Call Option Confirmation), divided by USD 1,000 if any, that relate to such Convertible Notes] and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but (and in no any event later than the fifth Exchange Business Day after, within five Scheduled Trading Days) following (x) any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 by Counterparty upon the occurrence of the Indenture in connection with a Change in Control “Fundamental Change” (as defined in the Indenture) or otherwise)pursuant to Article 15 of the Indenture, Counterparty shall notify Dealer in writing of such repurchase and cancellation and (y) any redemption or repurchase (which, for the aggregate principal amount avoidance of doubt, includes any exchange transaction) of Convertible Notes so repurchased and cancelled (other than as described in clause (x)) (any such noticeevent described in clause (x) or (y), a “Repurchase Event”), Counterparty may notify Dealer in writing of such Repurchase Event (any such notice described in clause (x) or (y), a “Repurchase Notice”)) and, in each case, the number of Convertible Notes subject to such Repurchase Event; provided that no such Repurchase Notice described in clause (y) above shall be effective unless it contains a written representation and warranty by Counterparty that, as of the date of such Repurchase Notice, Counterparty is not in possession of any material non-public information regarding Counterparty or the Shares. Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty of any Repurchase Notice, Notice within the applicable time period set forth in the preceding sentence, sentence shall constitute an Additional Termination Event as provided in this Section 9(i)(ii)paragraph. Upon receipt of any such Repurchase NoticeNotice and the related written representation and warranty (if applicable), Dealer shall promptly 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 repurchase settlement date for the repurchase of such Convertible Notesrelevant Repurchase Event) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount number of such Convertible Notes specified in such Repurchase NoticeNotice [minus the number of “Repurchase Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes] divided by USD 1,000 the Applicable Percentage and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event, (3) no adjustment to the “Conversion Rate” (as defined in the Indenture) for the Convertible Notes has occurred pursuant to any Excluded Provision, (4) the corresponding Convertible Notes remaining outstanding as if the circumstances related to the Repurchase Event had not occurred, (5) the relevant Repurchase Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, and (36) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. Additional Termination Events will apply: (i) Notwithstanding anything to If, upon the contrary occurrence of a Cap Disclosure Event (as defined in this ConfirmationPart 5(l)(ii) below) Bear Stearns has not, if an event of default within ten (10) calendar days after such Cap Disclosure Ev▇▇▇ complied with respect to Counterparty occurs under the terms any of the Convertible Notes as provisions set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the IndenturePart 5(l) below, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, shall have occurred with respect to such Additional Termination EventBear Stearns, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction Bear Stearns shall be the sole Affected Transaction Party and (C) Dealer all ▇▇▇▇▇▇ctions h▇▇▇▇▇▇▇r shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the AgreementAffected Transaction. (ii) Promptly followingIf, but in no event later than without the fifth Exchange Business Day afterprior written consent of Bear Stearns where such consent is required under the Pooling and ▇▇▇▇▇▇▇ng Agreement, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in the Indenture) an amendment 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 supplemental agreement is made to the contrary in Pooling and Servicing Agreement which amendment or supplemental agreement could reasonably be expected to have a material adverse effect on the interests of Bear Stearns under this ConfirmationAgreement, the receipt 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 Section 9(i)(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 ▇▇▇▇▇ ▇ave occurred with respect to Counterparty, Counterparty shall be the portion of this Transaction corresponding to a number of Options sole Affected Party and all Transactions hereunder shall be Affected Transaction. (the “Repurchase Options”iii) equal to the lesser of (A) If a S&P First Level Downgrade has occurred and is continuing and Bear Stearns fails to take any action described under Part 5(f)(i)(1), within the aggregate principal amount of such Convertible Notes time period specified in such Repurchase Noticetherein, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early then an Additional Termination Date and, as of such date, the Number of Options Event shall be reduced by the number of Repurchase Options. Any payment hereunder have occurred with respect to such termination Bear Stearns, Bear Stearns 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Af▇▇▇▇▇▇ Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole all Transactions hereunder shall be Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if an event of default with respect to Counterparty occurs that results in an acceleration of the Convertible Notes under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, (but in no any event later than the fifth Exchange Business Day after, within five Scheduled Trading Days) following any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control Repurchase Event (as defined in the Indenture) or otherwisebelow), Counterparty shall may notify Dealer in writing of such repurchase and cancellation Repurchase Event and the aggregate principal amount of Convertible Notes so repurchased and cancelled subject to such Repurchase Event (any such notice, a “Convertible Notes Repurchase Notice”); provided that any such Convertible Notes Repurchase Notice shall contain an acknowledgment by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such Repurchase Event and the delivery of such Convertible Notes Repurchase Notice. Notwithstanding anything to the contrary in this Confirmation, the The receipt by Dealer from Counterparty of any Convertible Notes Repurchase Notice, within the applicable time period set forth in the preceding sentence, Notice shall constitute an Additional Termination Event as provided in this Section 9(i)(ii9(h)(ii). Upon receipt of any such Convertible Notes Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Convertible Notes 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 Notesrelevant Repurchase Event) as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) (x) the aggregate principal amount of such Convertible Notes specified in such Convertible Notes Repurchase Notice, divided by USD 1,000 [minus the number of “Repurchase Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes], and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination (the “Repurchase 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 the Transaction and a Number of Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this Section 9(h)(ii) as if Counterparty was not the Affected Party). “Repurchase Event” means that (i) any Convertible Notes are repurchased (whether pursuant to Section 15.02 of the Indenture or otherwise) by Counterparty or any of its subsidiaries, (ii) any Convertible Notes are delivered to Counterparty in exchange for delivery of any property or assets of Counterparty or any of its subsidiaries (howsoever described), (iii) any principal of any of the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes (other than upon acceleration of the Convertible Notes described in Section 9(h)(i)), or (iv) any Convertible Notes are exchanged by or for the benefit of the Holders (as defined in the Indenture) thereof for any other securities of Counterparty or any of its Affiliates (or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction; provided that any conversion of Convertible Notes that occurs pursuant to the terms of the Indenture shall not constitute a Repurchase Event. 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 assume (1) the relevant Repurchase Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not take into account any adjustments to the Option Entitlement that result from corresponding occurred, (2) no adjustments to the Conversion Rate have occurred pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event Provision and (3) the terminated portion of corresponding Convertible Notes remain outstanding as if the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant circumstances related to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Repurchase Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is had not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts matureoccurred.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under pursuant to the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, following any repurchase and cancellation of Convertible Notes (whether Notes, including without limitation pursuant to Section 3.02 Article 14 of the Indenture in connection with a Change in Control “Fundamental Change” (as defined in the Indenture) or otherwise), Counterparty shall notify Dealer in writing of such repurchase and cancellation and the aggregate principal amount number of Convertible Notes so repurchased and cancelled (any such notice, a “Repurchase Notice”). Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty of (x) any Repurchase Notice, within the applicable time period set forth in the preceding sentence, and (y) a written representation and warranty by Counterparty that, as of the date of such Repurchase Notice, Counterparty is not in possession of any material non-public information regarding Counterparty or the Shares, shall constitute an Additional Termination Event as provided in this Section 9(i)(ii)paragraph. Upon receipt of any such Repurchase NoticeNotice and the related written representation and warranty, Dealer shall promptly designate an Exchange Business Day following receipt of such Repurchase Notice (which Exchange Business Day in no event shall be on or as promptly as reasonably practicable after earlier than the related settlement date for the repurchase of such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount number of such Convertible Notes specified in such Repurchase NoticeNotice [minus the number of “Repurchase Options” (as defined in the Base Call Option Confirmation), divided by USD 1,000 if any, that relate to such Convertible Notes] and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmationthe Equity Definitions, if, as a result of an Extraordinary Event, the receipt 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 that relate to Convertible Notes as to which additional Shares Transaction would be added to the Conversion Rate cancelled or terminated (whether in whole or in part) pursuant to Section 10.07 Article 12 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute Equity Definitions, an Additional Termination Event as provided in this Section 9(i)(iii). Upon receipt of any such Notice of Exercise(with the Transaction (or portion thereof) being the Affected Transaction, Counterparty being the sole Affected Party and Dealer shall being the party entitled to designate an Exchange Business Day following such Additional Termination Event (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect pursuant to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”Section 6(h) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole Unwind Payment”Agreement) shall be calculated pursuant deemed to occur, and, in lieu of Sections 12.7, 12.8 and 12.9 of the Equity Definitions, 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect shall apply to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not . 17 To be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, included for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material nonbroker-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts maturedealer.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of and the Convertible Notes pursuant to the terms of the Indentureobligations thereunder are accelerated, then such event of default acceleration shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer Nomura shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer Nomura from Counterparty, within the applicable time period set forth under “Notice of Exercise” above, 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 pursuant to Section 10.07 14.03 of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(g)(ii). Upon receipt of any such Notice of Exercise, Dealer Nomura shall designate an Exchange Business Day following such Additional Termination Event (which Exchange Business Day shall in no event be on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer Nomura designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 14.03 of the Indenture); provided that the amount . (iii) Promptly following any repurchase and cancellation of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of Convertible Notes (x) the Applicable Percentage including, without limitation, any repurchase and (y) 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 Rate cancellation pursuant to Section 10.07 Article 15 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 Indenture in connection with such delivery) a number of Shares equal to such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate Fundamental Change” (as defined in the Indenture)), but excluding any adjustment pursuant to Counterparty shall notify Nomura in writing of such repurchase and cancellation and the Excluded Provisions) that was applicable to such number of Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Periodso repurchased and cancelled (any such notice, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the a “Unexercised Options Event Repurchase Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer Nomura from Counterparty of an Unexercised Options Event any Repurchase Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv9(g)(iii). Upon receipt of any such Unexercised Options Event Repurchase Notice, Dealer Nomura shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Repurchase Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Repurchase Options”) equal to the lesser of (A) the aggregate principal amount number of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 Repurchase Notice and (B) the Number of Options as of the date Dealer Nomura designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, (but in no any event later than the fifth Exchange Business Day after, within three Scheduled Trading Days) following any repurchase and cancellation of Convertible Notes (whether Notes, including without limitation pursuant to Section 3.02 Article 15 of the Indenture in connection with a Change in Control “Fundamental Change” (as defined in the Indenture) or otherwise(a “Convertible Notes Repurchase Event”), Counterparty shall may notify Dealer in writing of such repurchase and cancellation and the aggregate principal amount number of Convertible Notes in USD 1,000 principal amount so repurchased and cancelled (any such notice, a “Notes Repurchase Notice”), which Notes Repurchase Notice shall contain an acknowledgement by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such repurchase and cancellation and its delivery of such Notes Repurchase Notice. Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty of any Notes Repurchase Notice, within the applicable time period set forth in the preceding sentence, Notice shall constitute an Additional Termination Event as provided in this Section 9(i)(ii)paragraph. Upon receipt of any such Notes Repurchase Notice, Dealer shall promptly designate an Exchange Business Day following receipt of such Notes Repurchase Notice (which Exchange Business Day in no event shall be on or as promptly as reasonably practicable after earlier than the related repurchase settlement date for the repurchase of such Convertible Notes) as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount number of such Convertible Notes specified in such Notes Repurchase Notice, divided by USD 1,000 minus the number of “Repurchase Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes (and for the purposes of determining whether any Options under this Confirmation or under the Base Call Option Confirmation will be among the Repurchase Options hereunder or under, and as defined in, the Base Call Option Confirmation, the Convertible Notes specified in such Notes Repurchase Notice shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated) and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 the Transaction and a Number of Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. For the avoidance of doubt, in determining the amount payable in respect of such Additional Termination Event pursuant to Section 6 of the Agreement, Dealer shall assume (1) the relevant Convertible Notes Repurchase Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions of, by or on behalf of Counterparty leading thereto had not occurred, (2) no adjustments to the Conversion Rate have occurred pursuant to any Excluded Provision and (3) the Convertible Notes remain outstanding. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty, within the applicable time period set forth under “Notice occurrence of Exercise” above, 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 pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) an Amendment Event shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect applicable to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and Event, (3A) Counterparty shall be deemed to be the sole Affected Party, (B) the terminated portion of the Transaction were shall be the sole Affected Transaction and (and, for C) Dealer shall be the avoidance of doubt, in determining the amount payable party entitled to designate an Early Termination Date pursuant to Section 6 6(b) of the Agreement. “Amendment Event” means that Counterparty amends, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) modifies, supplements or obtains a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise waiver in respect of any Options corresponding to term of the Indenture or the Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day that would require consent of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to holders of not less than 100% of the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relatesamend (other than, the Conversion Rate in each case, any amendment or supplement (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisionsx) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 10.01(h) of the Agreement Indenture that, 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty Agent, conforms the Indenture to the description of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity Convertible Notes in the Shares Offering Memorandum or (y) pursuant to manipulate the price Section 14.07 of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for SharesIndenture), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees thateach case, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers Dealer (each as defined in Rule 10b-18) such consent not to, directly to be unreasonably withheld or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts maturedelayed).

Additional Termination Events. The following Additional Termination Events will apply: (i) Notwithstanding anything to the contrary in this Confirmation, if an event of default If a Rating Agency Downgrade has occurred and Party A has not complied with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the IndenturePart 5(i) below, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, shall have occurred with respect to such Additional Termination Event, (A) Counterparty Party A and Party A shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected TransactionEvent. (iiiii) Notwithstanding anything to If, upon the contrary in this Confirmation, the receipt by Dealer from Counterparty, within the applicable time period set forth under “Notice occurrence of Exercise” above, 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 pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” Swap Disclosure Event (as defined in Part 5(j) below) Party A has not, within 10 calendar days after such Swap Disclosure Event complied with any of the Indentureprovisions set forth in clause (iii) shall constitute of Part 5(n) below, then an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date have occurred with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise Party A and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options Party A shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and Event. (3iii) If, at any time, the terminated portion Servicer purchases the Mortgage Loans pursuant to Section 10.01 of the Transaction were Pooling and Servicing Agreement, then an Additional Termination Event shall have occurred and Party B shall be the sole Affected Transaction (andParty with respect thereto; provided, for the avoidance of doubthowever, in determining the amount payable pursuant to that notwithstanding Section 6 6(b)(iv) of the ISDA Form Master Agreement, both Party A and Party B shall have the Calculation Agent shall not take into account any adjustments right to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable designate an Early Termination Date in respect of this Additional Termination Event; provided, further, that such early termination by Dealer to Counterparty Early Termination Date shall not be greater than on the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable mannerfinal Distribution Date. (iv) If Counterparty fails If, without the prior written consent of Party A where such consent is required under the Pooling and Servicing Agreement (such consent not to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior be unreasonably withheld), an amendment is made to the Free Convertibility Date prior Pooling and Servicing Agreement which amendment could reasonably be expected to 5:00 p.m. (New York City time) have a material adverse effect on the fifth Scheduled Valid Day immediately following the scheduled first day interests of the Settlement Averaging Period for such Options (an “Unexercised Options Event”)Party A under this Agreement, then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date have occurred with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 Party B and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options Party B shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts matureEvent.

Additional Termination Events. The occurrence of (i) Notwithstanding anything to the contrary in this Confirmation, if 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 that results has resulted in an acceleration of the principal and the interest with respect to the Convertible Notes pursuant to the terms of the Indenture, then such event of default becoming immediately due and payable or (ii) an Amendment Event shall constitute be an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) in each case with the Transaction shall be as the sole Affected Transaction and (C) Counterparty as the sole Affected Party and Dealer shall be as the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) . For the avoidance of doubt, the relevant Early Termination Amount in respect of an Amendment Event shall be calculated without giving effect to the relevant amendment. Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 3.01 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(iiclause (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 with respect to the portion of this Transaction corresponding to a number of Options Capped Note Hedging Units (the “Repurchase OptionsCapped 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 Convertible Notes specified in such Repurchase Notice, 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 and (B) the Number of Options Capped Note Hedging Units as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options Capped Note Hedging Units shall be reduced by the number of Repurchase OptionsCapped 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 Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options Capped Note Hedging Units equal to the number of Repurchase OptionsCapped Note Hedging Units, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii. Counterparty acknowledges its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of 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 delivery of a Repurchase Notice. Notwithstanding anything to the contrary in this Confirmation, the receipt 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 Capped Note Hedging Units that relate to Early Exercise Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii)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 promptly 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 Options Capped Note Hedging Units (the “Make-Whole Conversion OptionsEarly 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 Options specified in such Notice of Early Exercise Convertible Notes and (B) the Number of Options Capped Note Hedging Units as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options Capped Note Hedging Units shall be reduced by the number of Make-Whole Conversion OptionsEarly Exercise Capped Note Hedging Units. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options Capped Note Hedging Units equal to the number of Make-Whole Conversion OptionsEarly Exercise Capped Note Hedging Units, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the IndentureFundamental Change Adjustment); provided that the amount of cash deliverable Early Exercise Unwind Payment in respect of such early termination by Dealer to Counterparty shall not be greater than the product excess of (x) the Applicable Percentage and (y) the excess of (I) (1) the number of Make-Whole Conversion Options Early Exercise Capped Note Hedging Units multiplied by (2II) the “Conversion Rate Rate” (after taking into account any applicable adjustments to the Conversion Rate pursuant to Section 10.07 of the IndentureFundamental Change Adjustment) multiplied by (3III) a price per Share the Applicable Limit Price on the applicable Settlement Date determined by the Calculation Agent in good faith and in a commercially reasonable manner over (IIy) the aggregate principal amount product of USD 1,000 and the number of such Convertible NotesEarly Exercise Capped Note Hedging Units, as determined by the Calculation Agent in a commercially reasonable manner. Notwithstanding the foregoing, but subject to the immediately preceding proviso, in the case where Counterparty may irrevocably elect, if so designated has elected (or is deemed to have elected) to satisfy its conversion obligation in its Notice respect of the related Early Exercise to Dealer as set forth above, to receive the Make-Whole Unwind Payment Convertible Notes entirely in Shares or in a combination of cash and Shares, in which case, then in lieu of making such Make-Whole paying the Early Exercise Unwind Payment as set forth above, Dealer shall deliver shall, on the date such Early Exercise Unwind Payment would otherwise be due pursuant to Counterpartythe terms of the Agreement and this Confirmation (or as promptly as reasonably practicable thereafter, 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 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 Make-Whole 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. manner (ivwhich 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) If (the “Market Price”) or (B) in the case where Counterparty fails has (or is deemed to give Dealer a Notice of Exercise have) elected to satisfy its conversion obligation in respect of any Options corresponding to the related Early Exercise Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day in a combination of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate cash and Shares with a Specified Dollar Amount (as defined in the Indenture) greater than USD 1,000, but excluding any adjustment pursuant (x) pay to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty an amount of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) cash equal to the lesser of (A1) the aggregate principal amount of such Convertible Notes specified Early Exercise Unwind Payment and (2) the product of (I) the excess of such Specified Dollar Amount (as defined in such Unexercised Options Event Notice, divided by the Indenture) over USD 1,000 and (BII) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event Exercise Capped Note Hedging Units and (3y) if the terminated portion amount of the Transaction were the sole Affected Transaction; provided that such Early Exercise Unwind Payment exceeds the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment calculated pursuant to the Excluded Provisionsimmediately preceding clause (B)(x)(2), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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) Counterparty a number of Shares equal to the quotient of (x) the amount of such Unexercised Options Payment excess divided by a price per Share (y) the Market Price determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts matureAgent.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms 8.01 of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 5.11 of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(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 on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser 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]16 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 the Transaction and a Number of Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, (x) in determining the amount payable pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 5.11 of the IndentureIndenture and (y) the provisions of Section 9(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the excess of (I) (1) the number of Make-Whole Conversion Options Options, multiplied by (2) the Conversion Rate (after taking into account any applicable adjustments to the Conversion Rate pursuant to Section 10.07 5.11 of the Indenture) ), multiplied by (3) a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iviii) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty occurrence of an Unexercised Options Amendment Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect applicable to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and Event, (3A) the terminated portion of the Transaction were Counterparty shall be deemed to be the sole Affected Transaction; provided Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. “Amendment Event” means that the amount of cash deliverable Counterparty amends, modifies, supplements, waives or obtains a waiver in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum any term of the excessIndenture or the Convertible Notes governing the principal amount, for each Valid Day during coupon, maturity, repurchase obligation of Counterparty, any term relating to conversion of the Settlement Averaging Period identified in the Unexercised Options Event Notice, of Convertible Notes (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant including changes to the Excluded Provisionsconversion rate, conversion rate adjustment provisions, conversion settlement dates or conversion conditions), multiplied by (3) or any term that would require consent of the Relevant Price on such Valid Day, over (II) holders of not less than 100% of the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by amend (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Sharesother than, in which each case, in lieu any amendment or supplement (x) pursuant to Section 10.01(m) of making such Unexercised Options Payment the Indenture that, 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty Agent, conforms the Indenture to the description of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity Convertible Notes in the Shares Offering Memorandum or (y) pursuant to manipulate the price Section 5.13 of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for SharesIndenture), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees thateach case, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if : (i) If an event of default with respect to Counterparty that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall designate, at its own election or at Counterparty’s request, an Exchange Business Day (which Exchange Business Day shall be on or as promptly as reasonably practicable after the party entitled to designate occurrence of such acceleration) as an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, Following any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 15.02 of the Indenture in connection with a Fundamental Change in Control (as defined in the Indenture) or otherwise), Counterparty shall may 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 The receipt by Dealer from Counterparty of any Repurchase Notice, within the applicable time period set forth in the preceding sentence, Notice shall constitute an Additional Termination Event as provided in this Section 9(i)(ii9(j)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the The receipt 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 that relate relates to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 14.03 of the Indenture in connection with a “Change in ControlFundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(j)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 14.03 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 14.03 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, if upon the occurrence of a Conversion Date for any Convertible Notes prior to the 32nd Scheduled Trading Day prior to May 1, 2015 (an event of default with respect to “Early Conversion”): (i) Counterparty occurs under the terms shall within two Scheduled Trading Days of the relevant Conversion Date provide written notice (an “Unwind Conversion Notice”) to Dealer specifying the number of Convertible Notes converted on such Conversion Date and identifying the related conversions as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes pursuant to the terms of the Indenture, then Early Conversions; (ii) such event of default Early Conversion shall constitute an Additional Termination Event applicable hereunder with respect to a number of Options equal to the Applicable Percentage times the number of Convertible Notes surrendered for conversion in connection with such Early Conversion (the “Affected Number of Options”), in which case (x) the sole Affected Transaction shall consist of a transaction identical to the Transaction and, with respect to except that Number of Options for such Additional Termination Event, (A) Affected Transaction shall equal the Affected Number of Options and Counterparty shall be deemed to be the sole Affected Party, Party and (By) 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 sole Affected Transaction and Number of Options; (Ciii) notwithstanding anything to the contrary in the Agreement, Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction., which shall be no earlier than one Scheduled Trading Day following the Conversion Date for the related Early Conversion; and (iiiiv) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 adjustments to the Option Entitlement assume that result from corresponding adjustments to the Conversion Rate pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and relevant Early Conversion had not occurred, (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. remain outstanding and (New York City timez) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding notwithstanding anything to the contrary in this Confirmation, but subject to Confirmation or the deemed representations, warranties and agreements by Counterparty listed belowIndenture, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination shall be calculated Conversion Rate was not adjusted 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M13.01(e) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts matureIndenture.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in an acceleration of the Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, (but in no any event later than the fifth Exchange Business Day after, within three Scheduled Trading Days) following any repurchase and cancellation of Convertible Notes (whether Notes, including without limitation pursuant to Section 3.02 Articles 15 or 16 of the Indenture in connection with a Change in Control “Fundamental Change” or an “Optional Redemption” (as each such term is defined in the Indenture) or otherwise(a “Convertible Notes Repurchase Event”), Counterparty shall (in the case of a Fundamental Change) and may, but shall not be required to (in the case of any other Convertible Notes Repurchase Event), notify Dealer in writing of such repurchase and cancellation and the aggregate principal amount number of Convertible Notes in USD 1,000 principal amount so repurchased and cancelled (any such notice, a “Notes Repurchase Notice”), which Notes Repurchase Notice shall contain an acknowledgement by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such repurchase and cancellation and its delivery of such Notes Repurchase Notice[; provided that any “Notes Repurchase Notice” delivered to Dealer pursuant to the Base Call Option Confirmation shall be deemed to be a Notes Repurchase Notice pursuant to this Confirmation and the terms of such Notes Repurchase Notice shall apply, mutatis mutandis, to this Confirmation]. Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty of (x) any Notes Repurchase Notice and (y) in the case of a Convertible Notes Repurchase Event other than a Convertible Notes Repurchase Event in connection with a “Fundamental Change”, a written representation and warranty delivered by Counterparty to Dealer that, as of the date of such Notes Repurchase Notice, Counterparty is not in possession of any material nonpublic information regarding Counterparty or the Shares, in each case, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(ii)paragraph. Upon receipt of any such Notes Repurchase NoticeNotice and the related written representation and warranty (if applicable), Dealer shall promptly designate an Exchange Business Day following receipt of such Notes Repurchase Notice (which Exchange Business Day in no event shall be on or as promptly as reasonably practicable after earlier than the related repurchase settlement date for the repurchase of such Convertible Notes) as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount number of such Convertible Notes specified in such Notes Repurchase Notice, divided by USD 1,000 [minus the “Repurchase Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes (and for the purposes of determining whether any Options under this Confirmation or under the Base Call Option Confirmation will be among the Repurchase Options hereunder or under, and as defined in, the Base Call Option Confirmation, the Convertible Notes specified in such Notes Repurchase Notice shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated)] and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 the Transaction and a Number of Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt 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 that relate to Convertible Notes as to which additional Shares would be added to the Conversion Rate pursuant to Section 10.07 of the Indenture in connection with a “Change in Control” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii). 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 promptly as reasonably practicable after the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction (and, for For the avoidance of doubt, in determining the amount payable in respect of such Additional Termination Event pursuant to Section 6 of the Agreement, Dealer shall assume (1) the Calculation Agent shall relevant Convertible Notes Repurchase Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions of, by or on behalf of Counterparty leading thereto had not take into account any adjustments to the Option Entitlement that result from corresponding occurred, (2) no adjustments to the Conversion Rate have occurred pursuant to Section 10.07 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect, if so designated in its Notice of Exercise to Dealer as set forth above, to receive the 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 such Make-Whole Unwind Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iv) If Counterparty fails to give Dealer a Notice of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day of the Settlement Averaging Period for such Options (an “Unexercised Options Event”), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, the aggregate principal amount of the Convertible Notes to which such Unexercised Options Event relates, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the “Unexercised Options Event Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this Section 9(i)(iv). Upon receipt of any such Unexercised Options Event Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “Unexercised Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event Provision and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the corresponding Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts matureremain outstanding.

Additional Termination Events. (i) Notwithstanding anything to the contrary in this Confirmation, Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that Indenture, and such event of default results in an acceleration of the Convertible Notes pursuant to the terms of the IndentureNotes’ being declared, or becoming, due and payable, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (ii) Promptly following, but in no event later than the fifth Exchange Business Day after, any repurchase and cancellation of Convertible Notes (whether pursuant to Section 3.02 of the Indenture in connection with a Change in Control (as defined in 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 receipt 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 Section 9(i)(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 with respect to the portion of this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such Repurchase Notice, divided by USD 1,000 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. (iii) Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty, within the applicable time period set forth under opposite “Notice of Exercise” abovein 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 10.07 14.03 of the Indenture in connection with a “Change in ControlMake-Whole Fundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in this Section 9(i)(iii9(h)(ii). Upon receipt of any such Notice of Exercise, Dealer shall designate an Exchange Business Day occurring promptly following such Additional Termination Event (which Exchange Business Day shall in no event be on or as promptly as reasonably practicable after earlier than the related settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of this the Transaction corresponding to a number of Options (the “Make-Whole Conversion Options”) equal to the lesser 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 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Make-Whole Conversion Options. Any payment hereunder with respect to such termination (the “Make-Whole 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 the Transaction and a Number of Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such 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 pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Conversion Rate (as defined in the Indenture) pursuant to Section 10.07 14.03 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) 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 Rate pursuant to Section 10.07 14.03 of the Indenture) multiplied by (3) a market price per Share determined by the Calculation Agent in a commercially reasonable manner over (II) the aggregate principal amount of such Convertible Notes, as determined by the Calculation Agent in a commercially reasonable manner. Counterparty may irrevocably elect.; provided, if so designated in further, that Dealer shall satisfy its Notice of Exercise obligation to Dealer as set forth above, to receive the Make-Whole Unwind Payment in Shares, in which case, in lieu of making make such Make-Whole Unwind Payment as set forth above, Dealer shall deliver by delivering 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 Payment, divided by (B) a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. Counterparty may irrevocably elect in the relevant Notice of Exercise to receive any Make-Whole Unwind Payment in cash; provided that Counterparty may elect to receive a Make-Whole Unwind Payment in cash only if Counterparty acknowledges in writing to Dealer on the date of such election its responsibilities under applicable securities laws, and in particular Sections 9 and 10(b) of the Exchange Act, and the rules and regulations promulgated thereunder, in respect of such election. (iviii) If Counterparty fails to give Dealer a Notice Promptly following any repurchase and cancellation of Exercise in respect of any Options corresponding to Convertible Notes for which the Conversion Date occurs prior (whether pursuant to the Free Convertibility Date prior to 5:00 p.m. (New York City time) on the fifth Scheduled Valid Day immediately following the scheduled first day Section 15.02 of the Settlement Averaging Period Indenture in connection with a “Fundamental Change” (as defined in the Indenture) or otherwise, and whether for such Options (an “Unexercised Options Event”cash or other property or securities), then at any time on or prior to the 20th Exchange Business Day following the settlement date for such Convertible Notes, Counterparty may notify Dealer in writing of such Unexercised Options Event, repurchase and cancellation and the aggregate principal amount number of the Convertible Notes to which so repurchased and cancelled (any such Unexercised Options Event relatesnotice, the Conversion Rate (as defined in the Indenture, but excluding any adjustment pursuant to the Excluded Provisions) that was applicable to such Convertible Notes on each Scheduled Valid Day during the relevant Settlement Averaging Period, each Valid Day during the relevant Settlement Averaging Period and the Relevant Price on each such Valid Day (the a “Unexercised Options Event Cancellation Notice”). Notwithstanding anything to the contrary in this Confirmation, but subject to the deemed representations, warranties and agreements by Counterparty listed below, the receipt by Dealer from Counterparty of an Unexercised Options Event any Cancellation Notice, within the applicable time period set forth in the preceding sentence, shall constitute an Additional Termination Event as provided in by this Section 9(i)(iv8(b)(iii). Upon receipt of any such Unexercised Options Event Cancellation Notice, Dealer shall designate an Exchange Business Day occurring as promptly as practicable following receipt of such Unexercised Options Event Cancellation Notice (which in no event shall be earlier than the related settlement date for such Convertible Notes and shall be no later after such settlement date than is reasonably necessary for the calculation of the amount payable hereunder) as an Early Termination Date with respect to the portion of this Transaction corresponding to a the number of Options (the “Unexercised Repurchase Options”) equal to the lesser of (A) the aggregate principal amount number of such Convertible Notes specified in such Unexercised Options Event Notice, divided by USD 1,000 Cancellation Notice and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Unexercised Repurchase Options. Any payment hereunder with respect to such termination 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 Options equal to the number of Unexercised OptionsRepurchase Options (which Options shall be deemed for such purpose to be exercisable on the applicable Early Termination Date), (2) Counterparty were the sole Affected Party affected party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the sum of the excess, for each Valid Day during the Settlement Averaging Period identified in the Unexercised Options Event Notice, of (A) (I)(1) the number of Unexercised Options multiplied by (2) the Conversion Rate on such Valid Day (excluding any adjustment pursuant to the Excluded Provisions), multiplied by (3) the Relevant Price on such Valid Day, over (II) the aggregate principal amount of the Convertible Notes corresponding to the Unexercised Options, divided by (B) 20 (the “Unexercised Options Payment”). Counterparty may irrevocably elect, if so designated in its Unexercised Options Event Notice, to receive the Unexercised Options Payment in Shares, in which case, in lieu of making such Unexercised Options 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 such Unexercised Options Payment divided by a price per Share determined by the Calculation Agent in good faith and in a commercially reasonable manner. The delivery by Counterparty of an Unexercised Options Event Notice shall be deemed a representation, warranty and agreement by Counterparty as follows: (i) it is not in possession of material non-public information in respect of itself or the Shares, (ii) it is not delivering the Unexercised Options Event Notice to create actual or apparent trading activity in the Shares or to manipulate the price of the Shares, (iii) it is not engaged in, and will not engage in until the occurrence of the related Early Termination Date, a “distribution” (as defined in Regulation M) of the Shares (or any security convertible, exchangeable or exercisable for Shares), (iv) there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to it that would fall within the scope of Rule 10b-18(a)(13)(iv), (v) it agrees that, without the prior written consent of Dealer, it shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares prior to the related Early Termination Date, and (vi) its assets at their fair valuation exceed its liabilities, including contingent liabilities, its capital is adequate to conduct its business and it has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.