Crucial 2011 Annual Report Download - page 130

15. Amendment to Equity Definitions.
Solely for purposes of applying the Equity Definitions and for purposes of this Confirmation,
any reference in the Equity Definitions to a Strike Price shall be deemed to be a reference to either of the Strike Price or the Cap Price, or both, as
appropriate.
16. Disclosure
. Effective from the date of commencement of discussions concerning the Transaction, Counterparty and each of its
employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure
of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to Counterparty relating to such tax
treatment and tax structure.
17. Unwind
. In the event the sale of the 1.5% Convertible Senior Notes due 2031 and 1.875% Convertible Senior Notes due 2031 is
not consummated with the initial purchasers pursuant to the Purchase Agreement, for any reason by the close of business in New York on July 26,
2011 (or such later date as agreed upon by the parties which in no event shall be later than the third Scheduled Trading Day following July 26,
2011) (such date or such later date as agreed upon being the “ Accelerated Unwind Date ”), the Transaction shall automatically terminate (the “
Accelerated Unwind ”)
on the Accelerated Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and
Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from
and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be
performed in connection with the Transaction either prior to or after the Accelerated Unwind Date; provided
that Counterparty shall reimburse
Dealer for any costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction
(including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position),
which shall be paid in cash or Shares at the option of the Counterparty (and if paid in Shares, with the market valuation of such Shares being
determined in a commercially reasonable manner by the Calculation Agent). The amount of any such reimbursement shall be determined by
Dealer in its sole good faith discretion. Dealer shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately
available funds on the Early Unwind Date. Dealer and Counterparty represent and acknowledge to the other that upon an Accelerated Unwind and
the satisfaction of counterparty’
s payment obligation, if any, as specified in this Section 17, all obligations with respect to the Transaction shall be
deemed fully and finally discharged.
18. No Collateral by Counterparty . No collateral is required to be posted by Counterparty in respect of the Transaction.
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