SECTION # Interest Rate Determination. (a) If the applicable Bloomberg screen is unavailable, each Reference Bank agrees to furnish to the [[Organization B:Organization]] timely information for the purpose of determining the Base Rate from time to time in effect and each Eurodollar Rate, as applicable.

“VWAP” shall mean, for any security as of any date, the dollar volume-weighted average price for such security during the relevant period, as displayed under the heading “Bloomberg VWAP” on Bloomberg page “BPY AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or, if such volume-weighted average price is unavailable, the market value of such security on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Corporation).

Solely for purposes of determining the exercise price of an Option or Stock Appreciation Right, “Fair Market Value” of a Share on any date is the Volume Weighted Average Price for such Share as reported for such stock by Bloomberg L.P. on such date, or in the absence of such report the Volume Weighted Average Price for such stock as reported for such stock by the New York Stock Exchange on such date or, if no sale has been recorded by Bloomberg L.P. or the New York Stock Exchange on such date, then on the last preceding date on which any such sale shall have been made in the order of primacy indicated above; or

“Adjusted Eurodollar Rate” means, for any Interest Period for a Eurodollar Rate Loan, the rate per annum equal to the quotient obtained by dividing # the rate of interest determined by the Administrative Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) to be the USD LIBOR rate as published by Thomson Reuters or Bloomberg (or, in the event that such rate from Thomson Reuters or Bloomberg shall cease to be available, the rate of interest determined by the Administrative Agent from any other similar company or service that provides rate quotations comparable to those currently provided by Thomson Reuters or Bloomberg) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by # an amount equal to 1.00 minus the Applicable Reserve Requirement; provided that, notwithstanding the foregoing, if at any time, the Adjusted Eurodollar Rate, as determined above, is less than zero percent, it shall be deemed to be zero percent for all purposes of this Agreement.

“Black Scholes Value” means the value of the outstanding principal amount of this Note, plus all accrued and unpaid interest hereon based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting # a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Maturity Date, # an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, # the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and # a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Maturity Date.

On or prior to each Purchase Date, [[Organization A:Organization]] shall deliver to [[Organization B:Organization]] a written document, in the form attached hereto as [Exhibit C] (each a “Settlement Document”), setting forth the final number of Shares to be purchased by [[Organization A:Organization]] (taking into account any adjustments pursuant to the terms hereof), the Market Price, the Purchase Price, the aggregate proceeds to be paid by [[Organization A:Organization]] to [[Organization B:Organization]], and a report by Bloomberg, L.P. indicating the VWAP for the specified period of time or full Trading Day(s), as applicable, during the Pricing Period (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties), in each case in accordance with the terms and conditions of this Agreement.

“VWAP” means the volume weighted average price (the aggregate sales price of all trades of Ordinary Shares during a Trading Day divided by the total number of Ordinary Shares traded during such Trading Day) of the Ordinary Shares during a Trading Day as reported by Bloomberg L.P. using the AQR function.

A4. “Closing Bid Price” and “Closing Trade Price” means the last closing bid price and last closing trade price, respectively, for the Common Stock on its principal market, as reported by Bloomberg, or, if its principal market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may be) then the last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if its principal market is not the principal securities exchange or trading market for the Common Stock, the last closing bid price or last trade price, respectively, of the Common Stock on the principal securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of the Common Stock in the over-the-counter market on the electronic bulletin board for the Common Stock as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for the Common Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for the Common Stock as reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price or the Closing Trade Price cannot be calculated for the Common Stock on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Trade Price (as the case may be) of the Common Stock on such date shall be the fair market value as mutually determined by Investor and Company. If Investor and Company are unable to agree upon the fair market value of the Common Stock, then such dispute shall be resolved in accordance with the procedures in the Purchase Agreement governing Calculations. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.

“Canadian Prime Rate” means, on any day, the higher of # the rate equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m., Toronto time, on such day (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information services that publishes such index from time to time, as selected by the Administrative Agent in its reasonable discretion) and # the average rate for 30-day bankers’ acceptances denominated in Canadian Dollars as displayed on the “Reuters Screen CDOR Page” as defined in the ISDA Definitions (or, in the event such rate does not appear on such page or screen, on any successor or substitute page or screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion) at 10:15 a.m., Toronto time,

The excess, if any, of # the aggregate present value as of the date of such prepayment of each dollar of principal being prepaid and the amount of interest that would have been payable in respect of such dollar if such prepayment had not been made, determined by discounting such amounts at the Reinvestment Rate, defined below, from the respective dates on which such payments of interest and principal would have been payable, over # one hundred percent (100%) of the principal amount of this Note being prepaid. “Reinvestment Rate” shall mean the yield to maturity of the U.S. Treasury Note or Bond for the maturity (rounded to the nearest month) corresponding to the weighted average life to maturity of the principal being prepaid or paid (as indicated on the display designated as “PX-1” on the Bloomberg Financial Market Screen or such other display as may replace “PX-1” on the Bloomberg Financial Market Screen on the fifth (5th) business day preceding the date of prepayment); or