Within five Exchange Business Days immediately following any Repurchase Event (as defined below), [[Organization B:Organization]] may notify [[Organization A:Organization]] of such Repurchase Event, in each case, including the number of Convertible Securities subject to such Repurchase Event, or, if less, the number of Convertible Securities subject to a Repurchase Event that [[Organization B:Organization]] elects to be subject to the provisions of [Section 8(b)] (any such notice, a “Convertible Securities Repurchase Notice”) [; provided further that any “Convertible Securities Repurchase Notice” delivered to [[Organization A:Organization]] pursuant to the Base Call Option Transaction Confirmation shall be deemed to be a Convertible Securities Repurchase Notice pursuant to this Confirmation and the terms of such Convertible Securities Repurchase Notice shall apply, mutatis mutandis, to this Confirmation]46. Notwithstanding anything to the contrary in this Confirmation, the receipt by [[Organization A:Organization]] from [[Organization B:Organization]] of # any Convertible Securities Repurchase Notice, and # a written representation and warranty by [[Organization B:Organization]] that, as of the date of such Convertible Securities Repurchase Notice, [[Organization B:Organization]] is not in possession of any material nonpublic information regarding [[Organization B:Organization]] or the Shares and that such Repurchase Event and the delivery of such Convertible Securities Repurchase Notice are each being made in good faith and not as part of a plan or scheme to evade compliance with federal securities laws, in each case, within the applicable time period se

t forth in the preceding sentence, shall constitute an Additional Termination Event as provided in this [Section 8(b)(ii)]. Upon receipt of any such Convertible Securities Repurchase Notice and the related written representation and warranty, [[Organization A:Organization]] shall promptly designate an Exchange Business Day following receipt of such Convertible Securities Repurchase Notice (which in no event shall be earlier than the related repurchase date for such Convertible Securities) 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 # the number of such Convertible Securities specified in such Convertible Securities Repurchase Notice [minus the number of Repurchase Options (as defined in the Base Call Option Transaction Confirmation), if any, that relate to such Convertible Securities (and for purposes of determining whether any Options under this Confirmation or under the Base Call Option Transaction Confirmation will be among the Repurchase Options hereunder or under, and as defined in, the Base Call Option Transaction Confirmation, the Convertible Securities specified in such Convertible Securities Repurchase Notice shall be allocated first to the Base Call Option Transaction Confirmation until all Options thereunder are exercised or terminated)]47 and # the Number of Options as of the date [[Organization A:Organization]] 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 # 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, # [[Organization B:Organization]] were the sole Affected Party with respect to such Additional Termination Event and # the terminated portion of the Transaction were the sole Affected Transaction. “Repurchase Event” means that # any Convertible Securities are repurchased or redeemed (whether pursuant to Section [4.02]48 or [4.03]49 of the Indenture or otherwise) by [[Organization B:Organization]] or any of its subsidiaries (including in connection with, or as a result of, a Fundamental Change (as defined in the Indenture), a tender offer, exchange offer or similar transaction or for any other reason), # any Convertible Securities are delivered to [[Organization B:Organization]] in exchange for delivery of any property or assets of [[Organization B:Organization]] or any of its subsidiaries (howsoever described), # any principal of any of the Convertible Securities is repaid prior to the final maturity date of the Convertible Securities, or # any Convertible Securities are exchanged by or for the benefit of the “Holders” (as such term is defined in the Indenture) thereof for any other securities of [[Organization B:Organization]] or any of its affiliates (or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction. For the avoidance of doubt, any conversion of Convertible Securities (whether into cash, Shares, “Reference Property” (as defined in the Indenture) or any combination thereof) pursuant to the terms of the Indenture shall not constitute a Repurchase Event.