Common use of Exchange Procedure; Settlement Upon Exchange Clause in Contracts

Exchange Procedure; Settlement Upon Exchange. (a) Subject to this Section 14.02, Section 14.03, Section 14.07(a) and Section 14.14, upon exchange of any Note, the Company shall pay or deliver, as the case may be, to the exchanging Holder no later than two (2) Business Days following the applicable exchange of the Notes, in respect of each $1,000 principal amount of Notes being exchanged, shares of Common Stock, together with cash, if applicable, due in connection with the Company’s election to settle Additional Shares due under Section 14.14 in cash or in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Physical Settlement”) as set forth in this Section 14.02 (the shares of Common Stock and cash the Company shall pay and/or deliver, as the case may be, in respect of any exchange of Notes (the “Settlement Amount”) shall be the number of shares of Common Stock equal to the Exchange Rate in effect on the Exchange Date (plus cash in lieu of any fractional share of Common Stock issuable upon exchange). The Company shall use the Physical Settlement Method for all exchanges other than a Mandatory Exchanges pursuant to Section 14.03. Notwithstanding the foregoing, if the Company elects to settle Additional Shares due under Section 14.14 in cash, it shall pay the exchanging Holder an amount of cash per each $1,000 principal amount of Notes being exchanged equal to the product of (x) the applicable number of Additional Shares and (y) the arithmetic average of the Daily VWAPs for the ten (10) Trading Days immediately preceding the Exchange Date. (b) Subject to Section 14.02(e), before any Holder of a Note shall be entitled to exchange a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the Applicable Procedures of the Depositary in effect at that time and, if required, pay funds equal to the interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and, if required, pay all transfer or similar taxes, if any, pursuant to Section 14.02(e) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Exchange Agent as set forth in the Form of Notice of Exchange (or a facsimile thereof) (a “Notice of Exchange”) at the office of the Exchange Agent and state in writing therein the principal amount of Notes to be exchanged and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Exchange Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Exchange Agent, (3) if required, furnish appropriate endorsements and transfer documents, (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and (5) if required, pay all transfer or similar taxes, if any, pursuant to Section 14.02(e). The Trustee (and if different, the Exchange Agent) shall notify the Company of any exchange pursuant to this Article 14 on the Exchange Date for such exchange. No Notice of Exchange with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. Notwithstanding anything to the contrary contained herein, to the extent that an indirect holder of a Global Note held indirectly through a participant submits irrevocable instructions to exchange any portion of such Note, such Holder shall be deemed for purposes of Regulation SHO to have exchanged the applicable portion of such Note at the time of delivery of such instructions, regardless of when shares of Common Stock are delivered to such Holder or its participant. If more than one Note shall be surrendered for exchange at one time by the same Holder, the Exchange Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been exchanged immediately prior to the close of business on the date (the “Exchange Date”) that the Holder has complied with the requirements set forth in subsection (ii) above. Except as set forth in Section 14.07(a) and Section 14.14(b), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Exchange Obligation on the second (2nd) Business Day immediately following the relevant Exchange Date, in the case of Physical Settlement, or the second (2nd) Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of Cash Settlement or Combination Settlement. Notwithstanding the foregoing, with respect to the Company’s satisfaction of its Exchange Obligation through Physical Settlement for which the relevant Exchange Date occurs after the Regular Record Date immediately preceding the Maturity Date, the settlement shall occur on the Maturity Date. If any shares of Common Stock are due to an exchanging Holder, the Company shall issue or cause to be issued, and deliver (if applicable) to the Exchange Agent or to such Holder, or such Holder’s nominee or nominees, the full number of shares of Common Stock to which such Holder shall be entitled, in book-entry format through the Depositary or on the Transfer Agent’s books if the shares of Common Stock are not then held through the facilities of DTC, in satisfaction of the Company’s Exchange Obligation. (d) In case any Note shall be surrendered for partial exchange, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Note, without payment of any service charge by the exchanging Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange being different from the name of the Holder of the old Notes surrendered for such exchange. (e) If a Holder submits a Note for exchange, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of Common Stock upon exchange, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Exchange Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued upon the exchange of any Note as provided in this Article 14. (g) Upon the exchange of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any exchange of Notes effected through any Exchange Agent other than the Trustee. (h) Upon exchange, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the full Exchange Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but excluding, the relevant Exchange Date. As a result, accrued and unpaid interest, if any, to, but excluding, the relevant Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are exchanged after the close of business on a Regular Record Date but prior to the open of business on the immediately following Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on such Interest Payment Date notwithstanding the exchange. However, Notes surrendered for exchange during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so exchanged on the corresponding Interest Payment Date (regardless of whether the exchanging Holder was the Holder of record on the corresponding Regular Record Date); provided that no such payment shall be required (1) for exchanges following the close of business on the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; (3) if the Company has selected a Mandatory Exchange Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts exist at the time of exchange with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the Maturity Date and any Fundamental Change Repurchase Date described in clause (2) above shall receive the full interest payment due on the Maturity Date or other applicable Interest Payment Date in cash regardless of whether their Notes have been exchanged and/or repurchased, as applicable, following such Regular Record Date. (i) The Person in whose name the shares of Common Stock shall be issuable upon exchange shall be treated as a stockholder of record as of the close of business on the relevant Exchange Date (in the case of Physical Settlement) or the last trading day of the relevant Observation Period (in the case of Combination Settlement). Upon an exchange of Notes, such Person shall no longer be a Holder of such Notes surrendered for exchange, subject to Section 14.13. Prior to exchange of a Holder’s Note, such Holder (in such capacity) shall not have any rights as a stockholder of the Company. (j) The Company shall not issue any fractional share of Common Stock upon exchange of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon exchange based on the Daily VWAP for the relevant Exchange Date.

Exchange Procedure; Settlement Upon Exchange. (a) Subject to this Section 14.02, Section 14.03, Section 14.07(a) and Section 14.14, upon exchange of any Note, the The Company shall pay or deliver, as the case may be, deliver to the exchanging Holder no later than two (2) Business Days following the applicable exchange of the Notes, in respect of each $1,000 principal amount of Notes Bonds being exchanged, shares of Common Stock, together with cash, if applicable, due in connection with the Company’s election to settle Additional Shares due under Section 14.14 in cash or in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Physical Settlement”) as set forth in this Section 14.02 (the shares of Common Stock and cash the Company shall pay and/or deliver, as the case may be, in respect of any exchange of Notes (the “Settlement Amount”) shall be the exchanged a number of shares of Common Stock Guarantor Shares equal to the Exchange Rate in effect on the Exchange Date (plus the “Settlement Amount”). The Settlement Amount shall be determined by the Guarantor within one (1) Business Day of surrender by a Holder in accordance with Section 14.01. Promptly after such determination of the Settlement Amount and the amount of cash payable in lieu of delivering any fractional share of Common Stock issuable upon exchange). The Company Guarantor Share, the Guarantor shall use notify the Physical Settlement Method for all exchanges Trustee and the Exchange Agent (if other than a Mandatory Exchanges pursuant to Section 14.03. Notwithstanding the foregoing, if Trustee) of the Company elects to settle Additional Shares due under Section 14.14 in cash, it shall pay Settlement Amount and the exchanging Holder an amount of cash per each $1,000 principal amount payable in lieu of Notes being exchanged equal to the product of (x) the applicable number of Additional Shares delivering fractional Guarantor Shares. The Trustee and (y) the arithmetic average of the Daily VWAPs for the ten (10) Trading Days immediately preceding the Exchange DateAgent (if other than the Trustee) shall have no responsibility for any such determination. (b) Subject to Section 14.02(e), before any Holder of a Note shall be entitled to To exchange a Note as set forth aboveBond, such a Holder shall (i) in the case of a Global NoteBond, comply with the Applicable Procedures applicable procedures of the Depositary in effect at that time and, if required, pay funds equal to the interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and, if required, pay all transfer or similar taxes, if any, pursuant to Section 14.02(e) and (ii) in the case of a Physical Note Bond (1) complete, manually sign and deliver an irrevocable notice (or facsimile thereof) to the Exchange Agent as set forth in the Form of Notice of Exchange (or a facsimile thereof) (a “Notice of Exchange”) at the office of the Exchange Agent and state in writing therein the principal amount of Notes Bonds to be exchanged and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock Guarantor Shares to be delivered upon settlement of the Exchange Obligation to be registered, (2) surrender such NotesBonds, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Exchange Agent, (3) if required, furnish appropriate endorsements and transfer documents, documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and (5) if required, pay all transfer or similar taxes, if any, pursuant to Section 14.02(e). The Trustee (and if different, the Exchange Agent) shall promptly notify the Company of any exchange pursuant to this Article 14 on the Exchange Date for such exchange. No Notice of Exchange with respect to any Notes Bonds may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes Bonds and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.0315.02. Notwithstanding anything to the contrary contained herein, to the extent that an indirect holder of a Global Note held indirectly through a participant submits irrevocable instructions to exchange any portion of such Note, such Holder shall be deemed for purposes of Regulation SHO to have exchanged the applicable portion of such Note at the time of delivery of such instructions, regardless of when shares of Common Stock are delivered to such Holder or its participant. If more than one Note shall be surrendered for exchange at one time by the same Holder, the The Exchange Obligation with respect to such Notes Bonds surrendered for exchange by a given Holder on a given Exchange Date shall be computed on the basis of the aggregate principal amount of the Notes Bonds (or specified portions thereof to the extent permitted thereby) so surrenderedsurrendered or, in the case of any Global Bond, in accordance with the applicable procedures of the Depositary. (c) A Note Bond shall be deemed to have been exchanged immediately prior to at the close of business on the date (the “Exchange Date”) that the Holder has complied with the requirements set forth in subsection (iib) above. Except as set forth in Section 14.07(a) and Section 14.14(b), the Company shall pay or deliver, as the case may be, deliver the consideration due in respect of the Exchange Obligation on the second third Business Day immediately following the relevant Exchange Date (2nd) or, if such exchange is in connection with a Fundamental Change on the fifth Business Day immediately following the relevant Exchange Date, in the case of Physical Settlement, or the second (2nd) Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of Cash Settlement or Combination Settlement). Notwithstanding the foregoing, with respect to the Company’s satisfaction of its Exchange Obligation through Physical Settlement for which the relevant Exchange Date occurs after the Regular Record Date immediately preceding the Maturity Date, the settlement shall occur on the Maturity Date. If any shares of Common Stock are due to an exchanging Holder, the Company The Guarantor shall issue or deliver or cause to be issuedissued or delivered, and the Company shall deliver (if applicable) to the Exchange Agent or to such Holder, or such Holder’s nominee or nominees, the full number of shares of Common Stock Guarantor Shares to which such Holder shall be entitled, in book-entry format through the Depositary or on the Transfer Agent’s books if the shares of Common Stock are not then held through the facilities of DTCformat, in satisfaction of the CompanyGuarantor’s Exchange Obligation. (d) In case any Note Bond shall be surrendered for partial exchange, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note Bond so surrendered a new Note Bond or Notes Bonds in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered NoteBond, without payment of any service charge by the exchanging Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp, stamp duty, stamp duty reserve tax or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes Bonds issued upon such exchange being different from the name of the Holder of the old Notes Bonds surrendered for such exchange. (e) If a Holder submits a Note for exchange, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of Common Stock upon exchange, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Exchange Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued upon the exchange of any Note as provided in this Article 14. (g) Upon the exchange of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any exchange of Notes effected through any Exchange Agent other than the Trustee. (h) Upon exchange, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the full Exchange Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but excluding, the relevant Exchange Date. As a result, accrued and unpaid interest, if any, to, but excluding, the relevant Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are exchanged after the close of business on a Regular Record Date but prior to the open of business on the immediately following Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on such Interest Payment Date notwithstanding the exchange. However, Notes surrendered for exchange during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so exchanged on the corresponding Interest Payment Date (regardless of whether the exchanging Holder was the Holder of record on the corresponding Regular Record Date); provided that no such payment shall be required (1) for exchanges following the close of business on the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; (3) if the Company has selected a Mandatory Exchange Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts exist at the time of exchange with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the Maturity Date and any Fundamental Change Repurchase Date described in clause (2) above shall receive the full interest payment due on the Maturity Date or other applicable Interest Payment Date in cash regardless of whether their Notes have been exchanged and/or repurchased, as applicable, following such Regular Record Date. (i) The Person in whose name the shares of Common Stock shall be issuable upon exchange shall be treated as a stockholder of record as of the close of business on the relevant Exchange Date (in the case of Physical Settlement) or the last trading day of the relevant Observation Period (in the case of Combination Settlement). Upon an exchange of Notes, such Person shall no longer be a Holder of such Notes surrendered for exchange, subject to Section 14.13. Prior to exchange of a Holder’s Note, such Holder (in such capacity) shall not have any rights as a stockholder of the Company. (j) The Company shall not issue any fractional share of Common Stock upon exchange of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon exchange based on the Daily VWAP for the relevant Exchange Date.

Exchange Procedure; Settlement Upon Exchange. (a) Subject to this Section 14.02, Section 14.03, 14.02 and Section 14.07(a) and Section 14.14), upon exchange of any Note, subject to Section 14.03, the Company Issuer shall, deliver shares of Common Stock (“physical settlement”) as set forth in this Section 14.02. The Issuer will deliver to the exchanging Holder in respect of each $1,000 principal amount of Notes being exchanged a number of shares of Common Stock equal to the Exchange Rate (plus cash in lieu of any fractional share of Common Stock deliverable upon exchange). (b) Notwithstanding the foregoing Section 14.02(a) hereof, to the extent that Pubco determines in good faith that it would be in the best interest of Pubco to do so in order to preserve the benefit of tax attributes of Pubco and/or its Subsidiaries, including net operating losses, the Issuer in its discretion may elect to settle any exchange in part or in whole by delivering the cash value of the shares otherwise deliverable upon such exchange (the “382 Cash Settlement Alternative”). Notwithstanding any other provision of this Indenture or the Notes, to the extent that Pubco and/or the Issuer elects the 382 Cash Settlement Alternative, the Issuer will inform the applicable Holders so exchanging through the Exchange Agent no later than the Close of Business on the second VWAP Trading Day immediately following the related Exchange Date (or, in the case of any exchanges occurring after the date of issuance of a Notice of Redemption (solely pursuant to the limited circumstances set forth in Section 16.01), prior to the Close of Business on the second Scheduled Trading Day immediately preceding the related Redemption Date) (such exchange, a “382 Cash Settlement Alternative Exchange”). In such notice, the Issuer shall specify its intended settlement method (either cash settlement or combination settlement), and if applicable, the Specified Dollar Amount for any election of combination settlement. (c) If the Issuer elects (i) cash settlement (“cash settlement”), the Issuer shall pay to the exchanging Holder in respect of each $1,000 principal amount of Notes being exchanged in a 382 Cash Settlement Alternative Exchange, cash in an amount equal to the sum of the Daily Exchange Values for each of the 20 consecutive VWAP Trading Days during the related Observation Period and (ii) if the Issuer elects combination settlement “combination settlement”, the Issuer shall pay or deliver, as the case may be, to the exchanging Holder no later than two (2) Business Days following the applicable exchange of the Notes, in respect of each $1,000 principal amount of Notes being exchanged, shares of Common Stock, together with cash, if applicable, due exchanged in connection with the Company’s election to settle Additional Shares due under Section 14.14 in cash or in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Physical Settlement”) as set forth in this Section 14.02 (the shares of Common Stock and cash the Company shall pay and/or deliver, as the case may be, in respect of any exchange of Notes (the a 382 Cash Settlement Alternative Exchange a “Settlement Amount”) shall be the number of shares of Common Stock ” equal to the Exchange Rate in effect on sum of the Exchange Date Daily Settlement Amounts for each of the 20 consecutive VWAP Trading Days during the related Observation Period (plus cash in lieu of any fractional share shares of Common Stock issuable deliverable upon exchangethe 382 Cash Settlement Alternative Exchange). If more than one Note shall be surrendered for exchange at any one time by the same Holder, the Exchange Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. (d) The Company Daily Settlement Amounts (if applicable) and the Daily Exchange Values (if applicable) shall use be determined by the Physical Issuer promptly following the last VWAP Trading Day of the related Observation Period. Promptly after such determination of the Daily Settlement Method for all exchanges other than a Mandatory Exchanges pursuant to Section 14.03. Notwithstanding Amounts or the foregoingDaily Exchange Values, as the case may be, and, if applicable, the Company elects to settle Additional Shares due under Section 14.14 in cash, it shall pay the exchanging Holder an amount of cash per each $1,000 principal amount payable in lieu of Notes being exchanged equal to any fractional shares, the product of Issuer shall notify the Trustee and the Exchange Agent (xif other than the Trustee) the applicable number of Additional Shares and (y) the arithmetic average of the Daily VWAPs for Settlement Amounts or the ten (10) Trading Days immediately preceding Daily Exchange Values, as the case may be, and, if applicable, the amount of cash payable in lieu of fractional shares. The Trustee and the Exchange DateAgent (if other than the Trustee) shall have no responsibility for any such determination. (bi) Subject to Section 14.02(eTo exchange a beneficial interest in a Global Note (which exchange is irrevocable), before any Holder the holder of a Note shall be entitled to exchange a Note as set forth above, such Holder shall beneficial interest must: (iA) in the case of a Global Note, comply with the Applicable Procedures of the Depositary for exchanging a beneficial interest in effect at that time a Global Note; (B) if required, pay all transfer or similar taxes; and, (C) if required, pay funds equal to the any interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) 14.02(g); and, if required, pay all transfer or similar taxes, if any, pursuant to Section 14.02(e) and (ii) in To exchange a certificated Note, the case of a Physical Note Holder must: (1A) complete, manually sign and deliver an irrevocable notice to the Exchange Agent as set forth in the Form of Notice of Exchange (or a facsimile thereof) (a “Notice of Exchange”) at the office of the Exchange Agent and state in writing therein the principal amount of Notes such Note to be exchanged and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Exchange Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Exchange Agent, ; (3B) if required, furnish appropriate endorsements and transfer documents; (C) if required, pay all transfer or similar taxes; and (4D) if required, pay funds equal to any interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and (5) if required, pay all transfer or similar taxes, if any, pursuant to Section 14.02(e14.02(j). The Trustee (and if different, the Exchange Agent) shall notify the Company Issuer of any exchange pursuant to this Article 14 on the Exchange Date for such exchange. No Notice of Exchange with respect to any Notes may be surrendered by If a Holder thereof if such Holder has also already delivered a Fundamental Change Repurchase Notice with respect to the Company in respect of a Note, such Notes and Holder may not surrender such Note for exchange until such Holder has not validly withdrawn such Fundamental Change Repurchase Notice (or, in accordance with Section 15.03. Notwithstanding anything to the contrary contained herein, to the extent that an indirect holder case of a Global Note held indirectly through a participant submits irrevocable instructions to exchange any portion of such Note, such Holder shall be deemed for purposes of Regulation SHO to have exchanged has complied with the applicable portion of such Note at the time of delivery of such instructions, regardless of when shares of Common Stock are delivered to such Holder or its participant. If more than one Note shall be surrendered for exchange at one time by the same Holder, the Exchange Obligation Applicable Procedures with respect to such a withdrawal) in accordance with the terms of Section 15.03. If a Holder has already delivered a Fundamental Change Repurchase Notice, such ▇▇▇▇▇▇’s right to withdraw such notice and exchange the Notes that are subject to repurchase will terminate at the Close of Business on the Business Day immediately preceding the relevant Fundamental Change Repurchase Date. If the Company has designated a Redemption Date pursuant to Section 16.02, a Holder that complies with the requirements for exchange set forth in this Section 14.02(e) shall be computed on the basis deemed to have delivered a notice of the aggregate principal amount of the its election not to have its Notes (or specified portions thereof to the extent permitted thereby) so surrenderedredeemed. (cf) A Note shall be deemed to have been exchanged immediately prior to the close Close of business Business on the date (the “Exchange Date”) that the Holder has complied with the requirements set forth in subsection (iiSection 14.02(e) above. Except as set forth in Subject to Section 14.03 and Section 14.07(a) and Section 14.14(b), the Company Issuer shall pay or deliver, as the case may be, the consideration Settlement Amount due in respect of the Exchange Obligation on on: (i) the second (2nd) third Business Day immediately following the relevant Exchange Date, in if the case of Physical Settlement, Issuer elects (or is deemed to elect) physical settlement; or (ii) the second (2nd) Business Day immediately following the last VWAP Trading Day of the relevant Observation Period, in if the case of Issuer elects cash settlement or combination settlement pursuant to a 382 Cash Settlement or Combination Settlement. Notwithstanding the foregoingAlternative Exchange, provided that with respect to the Company’s satisfaction of its Exchange Obligation through Physical Settlement exchanges for which physical settlement is applicable and the relevant Exchange Date occurs after the Regular Record Date immediately preceding the Maturity Date, the such settlement shall occur on the Maturity DateDate (or, if the Maturity Date is not a Business Day, on the next succeeding Business Day). If any shares of Common Stock are due to an exchanging HolderHolders, the Company Issuer shall issue or cause to be issued, and deliver (if applicable) to the Exchange Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary, as the case may be, for the full number of shares of Common Stock to which such Holder shall be entitled, in book-entry format through the Depositary or on the Transfer Agent’s books if the shares of Common Stock are not then held through the facilities of DTC, entitled in satisfaction of the CompanyIssuer’s Exchange Obligation. (dg) In case any certificated Note shall be surrendered for partial exchange, in an Authorized Denomination, the Company Issuer shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations an Authorized Denomination in an aggregate principal amount equal to the unexchanged portion of the surrendered Note, without payment of any service charge by the exchanging Holder but, if required by the Company Issuer or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Note or Notes issued upon such exchange being different from the name of the Holder of the old Notes Note surrendered for such exchange. (eh) If a Holder submits a Note for exchange, the Company Issuer shall pay any documentary, stamp or similar issue or transfer tax due on the issue issuance or delivery of any shares of Common Stock upon exchangeexchange of such Note, unless the tax is due because the Holder requests such shares of Common Stock to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Exchange Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued upon the exchange of any Note as provided in this Article 14. (gi) Upon the exchange of an interest in a Global Note, the Trustee, or the Custodian of the Global Note at the direction of the Trustee, shall make a notation on such Global Note in the books and records of the Trustee and Depositary as to the reduction in the principal amount represented thereby. The Company Issuer shall notify the Trustee in writing of any exchange of Notes effected through any Exchange Agent other than the Trustee. (hj) Upon exchangeexchange of a Note, a the exchanging Holder shall not receive any separate cash payment for representing accrued and unpaid interest, if any, except as set forth in the paragraph below. The CompanyIssuer’s settlement payment and delivery, as the case may be, of the full Exchange Obligation Settlement Amount upon exchange of any Note shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but excludingnot including, the relevant Exchange Date. As a result, accrued and unpaid interest, if any, to, but excludingnot including, the relevant Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are exchanged after the close of business on a Regular Record Date but prior to the open of business on the immediately following Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on such Interest Payment Date notwithstanding the exchange. However, Notes surrendered for exchange during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so exchanged on the corresponding Interest Payment Date (regardless of whether the exchanging Holder was the Holder of record on the corresponding Regular Record Date); provided that no such payment shall be required (1) for exchanges following the close of business on the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; (3) if the Company has selected a Mandatory Exchange Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts exist at the time of exchange with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the Maturity Date and any Fundamental Change Repurchase Date described in clause (2) above shall receive the full interest payment due on the Maturity Date or other applicable Interest Payment Date in cash regardless of whether their Notes have been exchanged and/or repurchased, as applicable, following such Regular Record Date. (i) The Person in whose name the shares of Common Stock shall be issuable upon exchange shall be treated as a stockholder of record as of the close of business on the relevant Exchange Date (in the case of Physical Settlement) or the last trading day of the relevant Observation Period (in the case of Combination Settlement). Upon an exchange of NotesNotes into a combination of cash and shares of Common Stock, such Person shall no longer be a Holder of such Notes surrendered for exchange, subject solely as permitted pursuant to Section 14.13. Prior 14.02(b) hereof, accrued and unpaid interest shall be deemed to exchange of a Holder’s Note, such Holder (in such capacity) shall not have any rights as a stockholder be paid first out of the Companycash paid upon such exchange. (j) The Company shall not issue any fractional share of Common Stock upon exchange of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon exchange based on the Daily VWAP for the relevant Exchange Date.

Exchange Procedure; Settlement Upon Exchange. (a) Subject to this Section ‎Section 14.02, Section 14.03, Section 14.07(a‎Section 14.03(b) and Section 14.14‎Section 14.07(a), upon exchange of any Note, the Company shall satisfy its Exchange Obligation by paying or delivering, as the case may be, to the exchanging Holder, in respect of each $1,000 principal amount of Notes being exchanged, cash (“Cash Settlement”), or, subject to satisfaction of the Share Delivery Conditions, Units of Reference Property, together with cash, if applicable, in lieu of delivering any fractional share of Aurora Common Stock (or any other security comprising a Unit of Reference Property) in accordance with subsection ‎(j) of this ‎Section 14.02 (“Physical Settlement”) or a combination of cash and Units of Reference Property, together with cash, if applicable, in lieu of delivering any fractional share of Aurora Common Stock (or any other security comprising a Unit of Reference Property) in accordance with subsection ‎(j) of this ‎Section 14.02 (“Combination Settlement”), at its election, as set forth in this ‎Section 14.02. (i) All exchanges of Called Notes for which the relevant Exchange Date occurs during the related Redemption Period, and all exchanges for which the relevant Exchange Date occurs on or after February 15, 2028, shall be settled using the same Settlement Method. (ii) Except for any exchanges of Called Notes for which the relevant Exchange Date occurs during the related Redemption Period, and any exchanges for which the relevant Exchange Date occurs on or after February 15, 2028, and except to the extent the Company is required to elect Physical Settlement pursuant to the first proviso in ‎Section 14.01(b)(ii), the Company shall use the same Settlement Method for all exchanges with the same Exchange Date, but the Company shall not have any obligation to use the same Settlement Method with respect to exchanges with different Exchange Dates. (iii) If, in respect of any Exchange Date (or any exchanges of Called Notes for which the relevant Exchange Date occurs during the related Redemption Period, or any exchanges for which the relevant Exchange Date occurs on or after February 15, 2028 or for which the Company is required to elect Physical Settlement pursuant to the first proviso in ‎‎Section 14.01(b)(ii) in a notice as described in such Section), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect of such Exchange Date (or such period, as the case may be), the Company shall deliver such Settlement Notice to exchanging Holders, the Trustee, the Paying Agent (if other than the Trustee), the Exchange Agent (if other than the Trustee) and the Calculation Agent no later than the close of business on the Trading Day immediately following the relevant Exchange Date (or, in the case of (A) any exchanges of Called Notes for which the relevant Exchange Date occurs during the related Redemption Period, in the related Notice of Redemption, (B) any exchanges of Notes for which the relevant Exchange Date occurs on or after February 15, 2028, no later than February 15, 2028 or (C) any exchanges for which the Company is required to elect Physical Settlement pursuant to the first proviso in ‎‎‎Section 14.01(b)(ii), in a notice as described in such Section). If the Company does not elect a Settlement Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect a Settlement Method with respect to any exchange on such Exchange Date or during such period, and the Company shall be deemed to have elected the Default Settlement Method with respect to such exchange. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing Combination Settlement (or is deemed to have elected Combination Settlement) in respect of its Exchange Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes to be exchanged in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. For the avoidance of doubt, the Company’s failure to timely elect a Settlement Method or specify as applicable a Specified Dollar Amount shall not constitute a Default or Event of Default under this Indenture. By notice to Holders, the Trustee, the Exchange Agent (if other than the Trustee), the Paying Agent (if other than the Trustee) and the Calculation Agent, the Company may, from time to time prior to February 15, 2028, change the Default Settlement Method. If the Company changes the Default Settlement Method to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specific amount, the Company will, after the date of such change, inform Holders exchanging their Notes, the Trustee, the Exchange Agent (if other than the Trustee), the Paying Agent (if other than the Trustee) and the Calculation Agent of such Specified Dollar Amount no later than the relevant deadline for election of a Settlement Method as set forth in the immediately preceding paragraph, or, if the Company does not timely notify Holders, such Specified Dollar Amount will be the specific amount set forth in the notice of the change of Default Settlement Method or, if no specific amount was set forth in such notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Subject to the immediately following paragraph and subject to the requirement to elect Physical Settlement set forth in the first proviso in ‎‎‎Section 14.01(b)(ii), a change in the Default Settlement Method shall apply for all exchanges of Notes with Exchange Dates occurring subsequent to delivery of such notice; provided, however, that no such change will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note. Notwithstanding anything to the contrary herein, if, as of the date on which the Company makes (or are deemed to have made) an election of Settlement Method with respect to any exchange of Notes the Share Delivery Conditions are not satisfied, the Company shall be deemed to have elected Cash Settlement in respect of such exchange of Notes (and the Company shall not be permitted to elect Physical Settlement or Combination Settlement) and Cash Settlement shall apply to such exchange of the Notes. If the Share Delivery Conditions are not met at the time of any required election of Settlement Method, unless the Default Settlement Method at such time is Cash Settlement, prior to the deadline for election of a Settlement Method as set forth in the second immediately preceding paragraph, the Company shall inform the exchanging Holders, the Trustee, the Exchange Agent (if other than the Trustee), the Paying Agent (if other than the Trustee) and the Calculation Agent that Cash Settlement shall apply to the relevant exchange. If the Company changes the Default Settlement Method pursuant to the second immediately preceding paragraph, then, concurrently with providing notice to Holders, the Trustee, the Exchange Agent (if not the Trustee), the Paying Agent (if other than the Trustee) and the Calculation Agent of such change, the Company shall either post the Default Settlement Method on its website or disclose the same in a current report on Form 8-K (or any successor form) that is filed with the Commission. (iv) The cash, Units of Reference Property or combination of cash and Units of Reference Property in respect of any exchange of Notes (the “Settlement Amount”) shall be computed by the Calculation Agent as follows: (A) if the Company elects (or is deemed to have elected) to satisfy its Exchange Obligation in respect of such exchange by Physical Settlement, the Company shall deliver to the exchanging Holder in respect of each $1,000 principal amount of Notes being exchanged a number of Units of Reference Property equal to the Exchange Rate in effect on the Exchange Date; (B) if the Company elects (or is deemed to have elected) to satisfy its Exchange Obligation in respect of such exchange by Cash Settlement, the Company shall pay to the exchanging Holder in respect of each $1,000 principal amount of Notes being exchanged cash in an amount equal to the sum of the Daily Exchange Values for each of the 40 consecutive Trading Days during the related Observation Period; and (C) if the Company elects (or is deemed to have elected) to satisfy its Exchange Obligation in respect of such exchange by Combination Settlement, the Company shall pay or deliver, as the case may be, to the exchanging Holder no later than two (2) Business Days following the applicable exchange of the Notes, in respect of each $1,000 principal amount of Notes being exchanged, shares a Settlement Amount equal to the sum of Common Stock, together with cash, the Daily Settlement Amounts for each of the 40 consecutive Trading Days during the related Observation Period. (v) The Daily Settlement Amounts (if applicable) and the Daily Exchange Values (if applicable) shall be determined by the Calculation Agent promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts (if applicable), due in connection with the Company’s election to settle Additional Shares due under Section 14.14 in Daily Exchange Values (if applicable) and the amount of cash or payable in lieu of delivering any fractional share of Aurora Common Stock in accordance with subsection (jor any other security comprising a Unit of Reference Property), the Calculation Agent shall notify the Trustee, the Paying Agent (if other than the Trustee) and the Exchange Agent (if other than the Trustee) of this Section 14.02 the Daily Settlement Amounts (“Physical Settlement”if applicable), the Daily Exchange Values (if applicable) as set forth in this Section 14.02 (and the shares amount of Common Stock and cash the Company shall pay and/or deliver, as the case may be, in respect of any exchange of Notes (the “Settlement Amount”) shall be the number of shares of Common Stock equal to the Exchange Rate in effect on the Exchange Date (plus cash payable in lieu of delivering any fractional share shares of Aurora Common Stock issuable upon exchange(or any other security comprising a Unit of Reference Property). The Company shall use Trustee, the Physical Settlement Method for all exchanges Paying Agent (if other than a Mandatory Exchanges pursuant to Section 14.03. Notwithstanding the foregoing, if the Company elects to settle Additional Shares due under Section 14.14 in cash, it shall pay the exchanging Holder an amount of cash per each $1,000 principal amount of Notes being exchanged equal to the product of (xTrustee) the applicable number of Additional Shares and (y) the arithmetic average of the Daily VWAPs for the ten (10) Trading Days immediately preceding the Exchange DateAgent (if other than the Trustee) shall have no responsibility for any such determination. (b) Subject to Section ‎Section 14.02(e), before any Holder of a Note shall be entitled to exchange a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the Applicable Procedures applicable procedures of the Depositary in effect at that time and, if required, pay funds equal to the interest any Special Interest payable on the next Special Interest Payment Date to which such Holder is not entitled as set forth in Section ‎Section 14.02(h) and, if required, pay all transfer or similar taxes, if any, pursuant to Section 14.02(e) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Exchange Agent as set forth in the Form of Notice of Exchange (or a facsimile facsimile, PDF or other electronic transmission thereof) (a notice pursuant to the applicable procedures of the Depositary or a notice as set forth in the Form of Notice of Exchange, a “Notice of Exchange”) at the office of the Exchange Agent and state in writing therein the principal amount of Notes to be exchanged and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Aurora Common Stock (or any other security comprising a Unit of Reference Property) to be delivered upon settlement of the Exchange Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Exchange Agent, (3) if required, furnish appropriate endorsements and transfer documents, documents and (4) if required, pay funds equal to interest any Special Interest payable on the next Special Interest Payment Date to which such Holder is not entitled as set forth in Section ‎Section 14.02(h) and (5) if required, pay all transfer or similar taxes, if any, pursuant to Section 14.02(e). The Trustee (and if different, the Exchange Agent) shall notify the Company and the Calculation Agent of any exchange pursuant to this Article ‎Article 14 on the Exchange Date for such exchange. No Notice of Exchange with respect to any Notes may be surrendered for exchange by a Holder thereof if such Holder has Ho▇▇▇▇ ▇as also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section ‎Section 15.03. Notwithstanding anything to the contrary contained herein, to the extent that an indirect holder of a Global Note held indirectly through a participant submits irrevocable instructions to exchange any portion of such Note, such Holder shall be deemed for purposes of Regulation SHO to have exchanged the applicable portion of such Note at the time of delivery of such instructions, regardless of when shares of Common Stock are delivered to such Holder or its participant. If more than one Note shall be surrendered for exchange at one time by the same Holder, the Exchange Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been exchanged immediately prior to the close of business on the date (the “Exchange Date”) that the Holder has complied with the requirements set forth in subsection (ii‎(b) above. Except as set forth in Section 14.07(a‎‎Section 14.03(b) and Section 14.14(b‎Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Exchange Obligation on the second (2nd) third Business Day immediately following the relevant Exchange Date, in the case of Physical SettlementSettlement (provided that, with respect to any Exchange Date following May 1, 2028 in respect of which Physical Settlement applies to the related exchange, the Company shall settle any such exchange on the Maturity Date), or on the second (2nd) third Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of Cash any other Settlement Method; provided that if the Units of Reference Property deliverable upon any exchange include securities, assets or Combination Settlement. Notwithstanding property in addition to (or in lieu of) shares of Aurora Common Stock following any adjustment made pursuant to Section 14.04 or Section 14.07, such additional securities, assets or property may be delivered on such later date falling on the foregoingfirst day on which the Guarantor, with respect having received such securities, assets or property in the relevant distribution, tender or exchange offer or Share Exchange Event, would be able to deliver such securities, assets or property to the Company’s satisfaction exchanging Holder (or, in the case of its Exchange Obligation through Physical Settlement for which any amount of cash representing the Fair Market Value of any securities, assets or property that are non-transferrable as described under Section 14.04(b)(ii), promptly following the determination of such Fair Market Value, but in no event later than the tenth Business Day following the receipt of the relevant Exchange Date occurs after distribution by the Regular Record Date immediately preceding the Maturity Date, the settlement shall occur on the Maturity DateGuarantor). If any shares of Aurora Common Stock (or other securities comprising Reference Property) are due to an exchanging Holder, the Company shall issue or cause to be issued, and deliver (if applicable) delivered to the Exchange Agent or to such Holder, or such Holder’s nominee or nominees, the full number of shares of Aurora Common Stock (or such other securities) to which such Holder shall be entitled, in book-entry format through the Depositary or on the Transfer Agent’s books if the shares of Common Stock are not then held through the facilities of DTCDepositary, in satisfaction of the Company’s Exchange Obligation. (d) In case any Note shall be surrendered for partial exchange, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Note, without payment of any service charge by the exchanging Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange being different from the name of the Holder of the old Notes surrendered for such exchange. (e) If a Holder submits a Note for exchange, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue delivery of any shares Units of Common Stock Reference Property upon exchange, unless the tax is due because the Holder requests such shares Units of Reference Property to be issued registered in a name other than the Holder’s namename or delivered to a Person other than the Holder, in which case the Holder shall pay that tax. The Exchange Agent may refuse to deliver the certificates representing the shares of Aurora Common Stock (or other security comprising a Unit of Reference Property) being issued registered in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in Ho▇▇▇▇ ▇n accordance with the immediately preceding sentence. (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued upon the exchange of any Note as provided in this Article 14. (g) Upon the exchange of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any exchange of Notes effected through any Exchange Agent other than the Trustee. (h) Upon exchange, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the full Exchange Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but excluding, the relevant Exchange Date. As a result, accrued and unpaid interest, if any, to, but excluding, the relevant Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are exchanged after the close of business on a Regular Record Date but prior to the open of business on the immediately following Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on such Interest Payment Date notwithstanding the exchange. However, Notes surrendered for exchange during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so exchanged on the corresponding Interest Payment Date (regardless of whether the exchanging Holder was the Holder of record on the corresponding Regular Record Date); provided that no such payment shall be required (1) for exchanges following the close of business on the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; (3) if the Company has selected a Mandatory Exchange Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts exist at the time of exchange with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the Maturity Date and any Fundamental Change Repurchase Date described in clause (2) above shall receive the full interest payment due on the Maturity Date or other applicable Interest Payment Date in cash regardless of whether their Notes have been exchanged and/or repurchased, as applicable, following such Regular Record Date. (i) The Person in whose name the shares of Common Stock shall be issuable upon exchange shall be treated as a stockholder of record as of the close of business on the relevant Exchange Date (in the case of Physical Settlement) or the last trading day of the relevant Observation Period (in the case of Combination Settlement). Upon an exchange of Notes, such Person shall no longer be a Holder of such Notes surrendered for exchange, subject to Section 14.13. Prior to exchange of a Holder’s Note, such Holder (in such capacity) shall not have any rights as a stockholder of the Company. (j) The Company shall not issue any fractional share of Common Stock upon exchange of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon exchange based on the Daily VWAP for the relevant Exchange Date.p

Exchange Procedure; Settlement Upon Exchange. (a) Subject to this Section 14.02, Section 14.03, Section 14.07(a) and Section 14.14, upon Upon exchange of any Note, the Company Parent shall pay or deliver, as the case may be, deliver to the exchanging Holder no later than two (2) Business Days following the applicable exchange of the NotesHolder, in respect of each $1,000 principal amount of Notes being exchanged, a number of shares of Common StockStock equal to the Exchange Rate in effect immediately after the close of business on the Exchange Date for such exchange, together with casha cash payment, if applicable, due in connection with the Company’s election to settle Additional Shares due under Section 14.14 in cash or in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Physical Settlement”) as set forth in this Section 14.02 (the shares of Common Stock and cash the Company shall pay and/or deliver14.02, as the case may be, in respect of any exchange of Notes (the “Settlement Amount”) shall be the number of shares of Common Stock equal to the Exchange Rate in effect on the Exchange Date (plus cash in lieu of any fractional share of Common Stock issuable upon exchange). The Company shall use the Physical Settlement Method for all exchanges other than a Mandatory Exchanges pursuant to Section 14.03. Notwithstanding the foregoing, if the Company elects to settle Additional Shares due under Section 14.14 in cash, it shall pay the exchanging Holder an amount of cash per each $1,000 principal amount of Notes being exchanged equal to the product of (x) the applicable number of Additional Shares and (y) the arithmetic average of the Daily VWAPs for the ten (10) Trading Days second Business Day immediately preceding the following such Exchange Date. (b) Subject to Section 14.02(e), before any Holder of a Note shall be entitled to exchange a Note as set forth above, in addition to any certificates that may be required to be delivered pursuant to Section 14.13, such Holder shall (i) in the case of a Global Note, comply with the Applicable Procedures procedures of the Depositary in effect at that time and, if required, pay funds equal to the interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and, if required, pay all transfer or similar taxes, if any, pursuant to Section 14.02(e) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Exchange Agent as set forth in the Form of Notice of Exchange (or a facsimile thereof) (a “Notice of Exchange”) at the office of the Exchange Agent and state in writing therein the principal amount of Notes to be exchanged and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any the shares of Common Stock to be delivered upon settlement of the Exchange Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company Parent or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Exchange Agent, (3) if required, furnish appropriate endorsements and transfer documents, documents and (4) if required, pay funds equal to the interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and (5) if required, pay all transfer or similar taxes, if any, pursuant to Section 14.02(e). The Trustee (and and, if different, the Exchange Agent) shall notify the Parent and the Company of receipt of any exchange Notice of Exchange, receipt of any Notes from Holders and receipt of any payment of interest from a Holder pursuant to this Article 14 XIV on the Exchange Date for such exchange. No Notice of Exchange with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. Notwithstanding anything to the contrary contained herein, to the extent that an indirect holder of a Global Note held indirectly through a participant submits irrevocable instructions to exchange any portion of such Note, such Holder shall be deemed for purposes of Regulation SHO to have exchanged the applicable portion of such Note at the time of delivery of such instructions, regardless of when shares of Common Stock are delivered to such Holder or its participant15.02. If more than one Note shall be surrendered for exchange at one time by the same Holder, the Exchange Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been exchanged immediately prior to the close of business on the date (the “Exchange Date”) that the Holder has complied with the requirements set forth in subsection (iia) above. Except as set forth in Section 14.07(a) and Section 14.14(b), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Exchange Obligation on the second (2nd) Business Day immediately following the relevant Exchange Date, in the case of Physical Settlement, or the second (2nd) Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of Cash Settlement or Combination Settlement. Notwithstanding the foregoing, with respect to the Company’s satisfaction of its Exchange Obligation through Physical Settlement for which the relevant Exchange Date occurs after the Regular Record Date immediately preceding the Maturity Date, the settlement shall occur on the Maturity Date. If any shares of Common Stock are due to an exchanging Holder, the Company The Parent shall issue or cause to be issued, and deliver (if applicable) to the Exchange Transfer Agent or to such Holder, or such Holder’s nominee or nominees, certificates (or, if the Note to be exchanged is a Global Note, a book-entry transfer on the records maintained by the Transfer Agent) for the full number of shares of Common Stock to which such Holder shall be entitled, in book-entry format through the Depositary or on the Transfer Agent’s books if the shares of Common Stock are not then held through the facilities of DTC, entitled in satisfaction of the Company’s Exchange Obligation. (d) In case any Physical Note shall be surrendered for partial exchange, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Note, without payment of any service charge by the exchanging Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange being different from the name of the Holder (or the beneficial owner) of the old Notes surrendered for such exchange. (e) If a Holder submits a Note for exchange, the Company Parent shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of Common Stock upon exchange, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s namename or the name of the beneficial owner of such Notes, in which case the Holder shall pay that tax. The Exchange Transfer Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Except as provided in Section 14.0414.05, no adjustment shall be made for dividends on any shares of Common Stock issued upon the exchange of any Note as provided in this Article 14XIV. (g) Upon the exchange of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, Trustee shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Parent and the Company shall notify the Trustee in writing of any exchange of Notes effected through any Exchange Agent other than the Trustee. (h) Upon exchange, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The CompanyParent’s settlement of the full Exchange Obligation shall be deemed to satisfy in full its the Company’s obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but excludingnot including, the relevant Exchange Date. As a result, accrued and unpaid interest, if any, to, but excludingnot including, the relevant Exchange Date shall be deemed to be paid in full rather than cancelledcanceled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are exchanged after the close of business on a Regular Record Date but prior to the open of business on the immediately following Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on such the corresponding Interest Payment Date notwithstanding the exchange. However, Notes surrendered for exchange during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so exchanged on the corresponding Interest Payment Date (regardless of whether the exchanging Holder was the Holder of record on the corresponding Regular Record Date)exchanged; provided that no such payment shall be required (1) for exchanges following the close of business on whose Exchange Date occurs after the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following after the corresponding Interest Payment Date; (3) if the Company has selected specified a Mandatory Exchange Redemption Date that is after a Regular Record Date and on or prior to the Business second Scheduled Trading Day immediately following succeeding the corresponding Interest Payment Date; or (4) to the extent of any Defaulted Amountsoverdue interest, if any Defaulted Amounts exist overdue interest exists at the time of exchange with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record as of the close of business on the Regular Record Date immediately preceding the Maturity Date and Date, or immediately preceding any Fundamental Change Repurchase Date or Redemption Date, in each case, as described in clause (2) above the immediately preceding sentence, shall receive the full interest payment due on the Maturity Date or other applicable Interest Payment Date in cash regardless of whether their Notes have been exchanged and/or repurchased, as applicable, following such Regular Record Date. (i) The Person in whose name the certificate for the shares of Common Stock delivered upon exchange is registered shall be issuable upon exchange shall be treated as deemed to become a stockholder of record as of the close of business on the relevant Exchange Date (in the case of Physical Settlement) or the last trading day of the relevant Observation Period (in the case of Combination Settlement)Date. Upon an exchange of Notes, such Person shall no longer be a Holder of such Notes surrendered for exchange, subject to Section 14.13. Prior to exchange of a Holder’s Note, such Holder (in such capacity) shall not have any rights as a stockholder of the Company. (j) The Company shall not issue any fractional share of Common Stock upon exchange of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon exchange based on the Daily VWAP for Last Reported Sale Price of the Common Stock on the relevant Exchange Date.

Exchange Procedure; Settlement Upon Exchange. (a) Subject to this Section 14.02, Section 14.0314.01(b)(ii), Section 14.01(b)(iii), Section 14.01(b)(v), Section 14.03(b) and Section 14.07(a) and other than in connection with a Tax Extinguishment Event as set forth under Section 14.144.09(a), upon exchange of any Note, the Company shall shall, at its option, pay or deliverdeliver (or cause the payment or delivery of), as the case may be, to the exchanging Holder no later than two (2) Business Days following the applicable exchange of the NotesHolder, in respect of each $1,000 principal amount of Notes being exchanged, cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, due in connection with the Company’s election to settle Additional Shares due under Section 14.14 in cash or in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Physical Settlement”) or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Combination Settlement”), at its election, as set forth in this Section 14.02 14.02. (i) All exchanges for which the shares relevant Exchange Date occurs on or after July 1, 2022 shall be settled using the same Settlement Method, and all exchanges for which the relevant Exchange Date occurs after the Company’s issuance of Common Stock a Redemption Notice and cash prior to the related Redemption Date shall be settled using the same Settlement Method. (ii) Except for any exchanges for which the relevant Exchange Date occurs after the Company’s issuance of a Redemption Notice but prior to the related Redemption Date and any exchanges for which the relevant Exchange Date occurs on or after July 1, 2022, the Company shall pay and/or deliveruse the same Settlement Method for all exchanges with the same Exchange Date, but the Company shall not have any obligation to use the same Settlement Method with respect to exchanges with different Exchange Dates. (iii) If, in respect of any Exchange Date (or the period described in the third immediately succeeding set of parentheses, as the case may be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect of such Exchange Date (or such period, as the case may be), the Company, through the Trustee, shall deliver such Settlement Notice to exchanging Holders no later than the close of business on the second Trading Day immediately following the related Exchange Date (or, in the case of any exchanges for which the relevant Exchange Date occurs (x) after the date of issuance of a Redemption Notice and prior to the related Redemption Date, in such Redemption Notice or (y) on or after July 1, 2022, no later than July 1, 2022). Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company does not elect a Settlement Method prior to the deadline set forth in the second immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement in respect of its Exchange Obligation, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. If the Company delivers a Settlement Notice electing Combination Settlement in respect of its Exchange Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. Notwithstanding the immediately preceding two sentences, in respect of any exchange of Notes for which the relevant Notice of Exchange is received by the Exchange Agent from, and including, the date of any Redemption Notice until the close of business on the Scheduled Trading Day immediately preceding the relevant Redemption Date, the Company must elect to settle such exchange in accordance with Section 14.01(b)(v). (iv) The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any exchange of Notes (the “Settlement Amount”) shall be computed as follows: (A) if the Company elects (or is deemed to have elected) to satisfy its Exchange Obligation in respect of such exchange by Physical Settlement, the Company shall deliver or cause to be delivered to the exchanging Holder in respect of each $1,000 principal amount of Notes being exchanged a number of shares of Common Stock equal to the Exchange Rate in effect on the Exchange Date Date; (plus cash in lieu of any fractional share of Common Stock issuable upon exchange). The Company shall use the Physical Settlement Method for all exchanges other than a Mandatory Exchanges pursuant to Section 14.03. Notwithstanding the foregoing, B) if the Company elects (or is deemed to settle Additional Shares due under Section 14.14 have elected) to satisfy its Exchange Obligation in cashrespect of such exchange by Cash Settlement, it the Company shall pay or cause to be paid to the exchanging Holder an amount in respect of cash per each $1,000 principal amount of Notes being exchanged cash in an amount equal to the product of (x) the applicable number of Additional Shares and (y) the arithmetic average sum of the Daily VWAPs Exchange Values for each of the ten (10) 40 consecutive Trading Days immediately preceding during the applicable Observation Period; and (C) if the Company elects (or is deemed to have elected) to satisfy its Exchange Obligation in respect of such exchange by Combination Settlement, the Company shall pay or deliver or cause the payment or delivery of, as the case may be, to the exchanging Holder in respect of each $1,000 principal amount of Notes being exchanged, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Days during the applicable Observation Period. (v) The Daily Settlement Amounts (if applicable) and the Daily Exchange Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Exchange Values, as the case may be, and the amount of cash payable in lieu of delivering any fractional share of Common Stock, the Company shall notify the Trustee and the Exchange DateAgent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Exchange Values, as the case may be, and the amount of cash payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Exchange Agent (if other than the Trustee) shall have no responsibility for any such determination. (b) Subject to Section 14.02(e), before Before any Holder of a Note shall be entitled to exchange a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the Applicable Procedures procedures of the Depositary in effect at that time and, if required, pay funds equal to the interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and, if required, pay all transfer or similar taxes, if any, pursuant to as set forth in Section 14.02(e) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Exchange Agent as set forth in the Form of Notice of Exchange (or a facsimile thereof) (a “Notice of Exchange”) at the office of the Exchange Agent and state in writing therein the principal amount of Notes to be exchanged and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Exchange Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Exchange Agent, (3) if required, furnish appropriate endorsements and transfer documents, (4) if required, pay funds equal to the interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and (5) if required, pay all transfer or similar taxes, if any, pursuant to as set forth in Section 14.02(e). The Trustee (and if different, the Exchange Agent) shall notify the Company of any exchange pursuant to this Article 14 on the Exchange Date for such exchange. No Notice of Exchange with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. Notwithstanding anything to the contrary contained herein, to the extent that an indirect holder of a Global Note held indirectly through a participant submits irrevocable instructions to exchange any portion of such Note, such Holder shall be deemed for purposes of Regulation SHO to have exchanged the applicable portion of such Note at the time of delivery of such instructions, regardless of when shares of Common Stock are delivered to such Holder or its participant. If more than one Note shall be surrendered for exchange at one time by the same Holder, the Exchange Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been exchanged immediately prior to the close of business on the date (the “Exchange Date”) that the Holder has complied with the requirements set forth in subsection (ii) aboveSection 14.02(b). Except as set forth in Section 14.07(a14.03(b) and Section 14.14(b14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Exchange Obligation on the second (2nd) third Business Day immediately following the relevant Exchange Date, in if the case of Company elects (or is deemed to have elected) Physical Settlement, or on the second (2nd) third Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of Cash any other Settlement or Combination Settlement. Notwithstanding the foregoing, with respect to the Company’s satisfaction of its Exchange Obligation through Physical Settlement for which the relevant Exchange Date occurs after the Regular Record Date immediately preceding the Maturity Date, the settlement shall occur on the Maturity DateMethod. If any shares of Common Stock are due to an exchanging Holder, the Company shall issue deliver or cause to be issued, and deliver (if applicable) delivered to the Exchange Agent or to such Holder, or such Holder’s nominee or nominees, the full number of shares of Common Stock to which such Holder shall be entitled, in book-entry format through the Depositary or on the Transfer Agent’s books if the shares of Common Stock are not then held through the facilities of DTCDepositary, in satisfaction of the Company’s Exchange Obligation. (d) In case any Note shall be surrendered for partial exchange, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Note, without payment of any service charge by the exchanging Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange being different from the name of the Holder of the old Notes surrendered for such exchange. (e) If a Holder submits a Note for exchange, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue delivery of any shares of Common Stock upon exchange, unless the tax is due because the Holder requests such shares to be issued delivered in a name other than the Holder’s name, in which case the Holder shall pay that the tax. The Exchange Agent may refuse to deliver the certificates representing the shares of Common Stock being issued delivered in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued delivered upon the exchange of any Note as provided in this Article 14. (g) Upon the exchange of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any exchange of Notes effected through any Exchange Agent other than the Trustee. (h) Upon exchange, a Holder shall not receive any separate additional cash payment for or additional shares of Common Stock representing accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the full Exchange Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but excluding, the relevant Exchange Date. As a result, accrued and unpaid interest, if any, to, but excluding, the relevant Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon an exchange of Notes into a combination of cash and shares of Common Stock, accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such exchange. Notwithstanding the foregoing, if Notes are exchanged after the close of business on a Regular Record Date but prior to the open of business on the immediately following Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on such the corresponding Interest Payment Date notwithstanding the exchange. However, Notes surrendered for exchange during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so exchanged on the corresponding Interest Payment Date (regardless of whether the exchanging Holder was the Holder of record on the corresponding Regular Record Date)exchanged; provided that no such payment shall be required (1) for exchanges following the close of business on the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; (3) if the Company has selected specified a Mandatory Exchange Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts exist exists at the time of exchange with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the Maturity Date and any Fundamental Change Repurchase Date described in clause (2) above or the Redemption Date, as the case may be, shall receive the full interest payment due on the Maturity Date or other applicable Interest Payment Date the Redemption Date, as applicable, in cash regardless of whether their Notes have been exchanged and/or repurchased, as applicable, following such Regular Record Date. (i) The Person in whose name the shares of Common Stock shall be issuable deliverable upon exchange shall be treated as a stockholder of record as of the close of business on the relevant Exchange Date (in if the case of Company elects to satisfy the related Exchange Obligation by Physical Settlement) or the last trading day Trading Day of the relevant Observation Period (in if the case of Company elects to satisfy the related Exchange Obligation by Combination Settlement), as the case may be. Upon an exchange of Notes, such Person shall no longer be a Holder of such Notes surrendered for exchange, subject to Section 14.13. Prior to exchange of a Holder’s Note, such Holder (in such capacity) shall not have any rights as a stockholder of the Company. (j) The Company shall not issue deliver any fractional share of Common Stock upon any exchange of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable deliverable upon exchange based on the Daily VWAP for the relevant Exchange DateDate (in the case of Physical Settlement) or based on the Daily VWAP for the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for exchange, if the Company has elected Combination Settlement, the full number of shares that shall be delivered upon exchange thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash.

Exchange Procedure; Settlement Upon Exchange. (a) Subject to this Section 14.02, Section 14.0314.01(b)(ii), Section 14.01(b)(iii), Section 14.01(b)(v), Section 14.03(b) and Section 14.07(a) and other than in connection with a Tax Extinguishment Event as set forth under Section 14.144.09(a), upon exchange of any Note, the Company shall shall, at its option, pay or deliverdeliver (or cause the payment or delivery of), as the case may be, to the exchanging Holder no later than two (2) Business Days following the applicable exchange of the NotesHolder, in respect of each $1,000 principal amount of Notes being exchanged, cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, due in connection with the Company’s election to settle Additional Shares due under Section 14.14 in cash or in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Physical Settlement”) or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Combination Settlement”), at its election, as set forth in this Section 14.02 14.02. (i) All exchanges for which the shares relevant Exchange Date occurs on or after July 1, 2022 shall be settled using the same Settlement Method, and all exchanges for which the relevant Exchange Date occurs after the Company’s issuance of Common Stock a Redemption Notice and cash prior to the related Redemption Date shall be settled using the same Settlement Method. (ii) Except for any exchanges for which the relevant Exchange Date occurs after the Company’s issuance of a Redemption Notice but prior to the related Redemption Date and any exchanges for which the relevant Exchange Date occurs on or after July 1, 2022, the Company shall pay and/or deliveruse the same Settlement Method for all exchanges with the same Exchange Date, but the Company shall not have any obligation to use the same Settlement Method with respect to exchanges with different Exchange Dates. (iii) If, in respect of any Exchange Date (or the period described in the third immediately succeeding set of parentheses, as the case may be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect of such Exchange Date (or such period, as the case may be), the Company, through the Trustee, shall deliver such Settlement Notice to exchanging Holders no later than the close of business on the second Trading Day immediately following the related Exchange Date (or, in the case of any exchanges for which the relevant Exchange Date occurs (x) after the date of issuance of a Redemption Notice and prior to the related Redemption Date, in such Redemption Notice or (y) on or after July 1, 2022, no later than July 1, 2022). Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company does not elect a Settlement Method prior to the deadline set forth in the second immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement in respect of its Exchange Obligation, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. If the Company delivers a Settlement Notice electing Combination Settlement in respect of its Exchange Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. Notwithstanding the immediately preceding two sentences, in respect of any exchange of Notes for which the relevant Notice of Exchange is received by the Exchange Agent from, and including, the date of any Redemption Notice until the close of business on the Scheduled Trading Day immediately preceding the relevant Redemption Date, the Company must elect to settle such exchange in accordance with Section 14.01(b)(v). (iv) The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any exchange of Notes (the “Settlement Amount”) shall be computed as follows: (A) if the Company elects (or is deemed to have elected) to satisfy its Exchange Obligation in respect of such exchange by Physical Settlement, the Company shall deliver or cause to be delivered to the exchanging Holder in respect of each $1,000 principal amount of Notes being exchanged a number of shares of Common Stock equal to the Exchange Rate in effect on the Exchange Date Date; (plus cash in lieu of any fractional share of Common Stock issuable upon exchange). The Company shall use the Physical Settlement Method for all exchanges other than a Mandatory Exchanges pursuant to Section 14.03. Notwithstanding the foregoing, B) if the Company elects (or is deemed to settle Additional Shares due under Section 14.14 have elected) to satisfy its Exchange Obligation in cashrespect of such exchange by Cash Settlement, it the Company shall pay or cause to be paid to the exchanging Holder an amount in respect of cash per each $1,000 principal amount of Notes being exchanged cash in an amount equal to the product of (x) the applicable number of Additional Shares and (y) the arithmetic average sum of the Daily VWAPs Exchange Values for each of the ten (10) 40 consecutive Trading Days immediately preceding during the applicable Observation Period; and (C) if the Company elects (or is deemed to have elected) to satisfy its Exchange Obligation in respect of such exchange by Combination Settlement, the Company shall pay or deliver or cause the payment or delivery of, as the case may be, to the exchanging Holder in respect of each $1,000 principal amount of Notes being exchanged, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Days during the applicable Observation Period. (v) The Daily Settlement Amounts (if applicable) and the Daily Exchange Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Exchange Values, as the case may be, and the amount of cash payable in lieu of delivering any fractional share of Common Stock, the Company shall notify the Trustee and the Exchange DateAgent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Exchange Values, as the case may be, and the amount of cash payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Exchange Agent (if other than the Trustee) shall have no responsibility for any such determination. (b) Subject to Section 14.02(e), before Before any Holder of a Note shall be entitled to exchange a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the Applicable Procedures procedures of the Depositary in effect at that time and, if required, pay funds equal to the interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and, if required, pay all transfer or similar taxes, if any, pursuant to as set forth in Section 14.02(e) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Exchange Agent as set forth in the Form of Notice of Exchange (or a facsimile thereof) (a “Notice of Exchange”) at the office of the Exchange Agent and state in writing therein the principal amount of Notes to be exchanged and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Exchange Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Exchange Agent, (3) if required, furnish appropriate endorsements and transfer documents, (4) if required, pay funds equal to the interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and (5) if required, pay all transfer or similar taxes, if any, pursuant to as set forth in Section 14.02(e). The Trustee (and if different, the Exchange Agent) shall notify the Company of any exchange pursuant to this Article 14 on the Exchange Date for such exchange. No Notice of Exchange with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. Notwithstanding anything to the contrary contained herein, to the extent that an indirect holder of a Global Note held indirectly through a participant submits irrevocable instructions to exchange any portion of such Note, such Holder shall be deemed for purposes of Regulation SHO to have exchanged the applicable portion of such Note at the time of delivery of such instructions, regardless of when shares of Common Stock are delivered to such Holder or its participant. If more than one Note shall be surrendered for exchange at one time by the same Holder, the Exchange Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been exchanged immediately prior to the close of business on the date (the “Exchange Date”) that the Holder has complied with the requirements set forth in subsection (ii) aboveSection 14.02(b). Except as set forth in Section 14.07(a14.03(b) and Section 14.14(b14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Exchange Obligation on the second (2nd) third Business Day immediately following the relevant Exchange Date, in if the case of Company elects (or is deemed to have elected) Physical Settlement, or on the second (2nd) third Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of Cash any other Settlement or Combination Settlement. Notwithstanding the foregoing, with respect to the Company’s satisfaction of its Exchange Obligation through Physical Settlement for which the relevant Exchange Date occurs after the Regular Record Date immediately preceding the Maturity Date, the settlement shall occur on the Maturity DateMethod. If any shares of Common Stock are due to an exchanging Holder, the Company shall issue deliver or cause to be issued, and deliver (if applicable) delivered to the Exchange Agent or to such Holder, or such Holder’s nominee or nominees, the full number of shares of Common Stock to which such Holder shall be entitled, in book-entry format through the Depositary or on the Transfer Agent’s books if the shares of Common Stock are not then held through the facilities of DTCDepositary, in satisfaction of the Company’s Exchange Obligation.. 80 (d) In case any Note shall be surrendered for partial exchange, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Note, without payment of any service charge by the exchanging Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange being different from the name of the Holder of the old Notes surrendered for such exchange. (e) If a Holder submits a Note for exchange, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue delivery of any shares of Common Stock upon exchange, unless the tax is due because the Holder requests such shares to be issued delivered in a name other than the Holder’s name, in which case the Holder shall pay that the tax. The Exchange Agent may refuse to deliver the certificates representing the shares of Common Stock being issued delivered in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued delivered upon the exchange of any Note as provided in this Article 14. (g) Upon the exchange of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any exchange of Notes effected through any Exchange Agent other than the Trustee. (h) Upon exchange, a Holder shall not receive any separate additional cash payment for or additional shares of Common Stock representing accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the full Exchange Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but excluding, the relevant Exchange Date. As a result, accrued and unpaid interest, if any, to, but excluding, the relevant Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon an exchange of Notes into a combination of cash and shares of Common Stock, accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such exchange. Notwithstanding the foregoing, if Notes are exchanged after the close of business on a Regular Record Date but prior to the open of business on the immediately following Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on such the corresponding Interest Payment Date notwithstanding the exchange. However, Notes surrendered for exchange during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so exchanged on the corresponding Interest Payment Date (regardless of whether the exchanging Holder was the Holder of record on the corresponding Regular Record Date)exchanged; provided that no such payment shall be required (1) for exchanges following the close of business on the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; (3) if the Company has selected specified a Mandatory Exchange Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts exist exists at the time of exchange with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the Maturity Date and any Fundamental Change Repurchase Date described in clause (2) above or the Redemption Date, as the case may be, shall receive the full interest payment due on the Maturity Date or other applicable Interest Payment Date the Redemption Date, as applicable, in cash regardless of whether their Notes have been exchanged and/or repurchased, as applicable, following such Regular Record Date. (i) The Person in whose name the shares of Common Stock shall be issuable deliverable upon exchange shall be treated as a stockholder of record as of the close of business on the relevant Exchange Date (in if the case of Company elects to satisfy the related Exchange Obligation by Physical Settlement) or the last trading day Trading Day of the relevant Observation Period (in if the case of Company elects to satisfy the related Exchange Obligation by Combination Settlement), as the case may be. Upon an exchange of Notes, such Person shall no longer be a Holder of such Notes surrendered for exchange, subject to Section 14.13. Prior to exchange of a Holder’s Note, such Holder (in such capacity) shall not have any rights as a stockholder of the Company. (j) The Company shall not issue deliver any fractional share of Common Stock upon any exchange of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable deliverable upon exchange based on the Daily VWAP for the relevant Exchange DateDate (in the case of Physical Settlement) or based on the Daily VWAP for the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for exchange, if the Company has elected Combination Settlement, the full number of shares that shall be delivered upon exchange thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash.

Exchange Procedure; Settlement Upon Exchange. (a) Subject to this Section 14.0215.02, Section 14.03, Section 14.07(a15.03(b) and Section 14.1415.07(a), upon exchange of any Note, the Company shall deliver, in respect of each $1,000 principal amount of Notes being exchanged, one fully paid ERPS, with each such ERPS being allotted at a price equal to a paid-up value of $1,000. Pursuant to the terms set forth in the Articles and the Deed Poll, upon issuance, the Company shall procure that each ERPS shall, on and as of the relevant Exchange Date, be immediately transferred from the exchanging Holder to the Guarantor, without any further action on the part of, and without any cost or expense to, the exchanging Holder or the Trustee. In exchange for each ERPS, the Guarantor shall pay or deliver, as the case may be, to the exchanging Holder no later than two (2) Business Days following or in the applicable exchange case of the Notesdelivery of Common Stock to such Holder’s nominee or nominees as named in a Notice of Exchange (as defined below)), in respect of each $1,000 principal amount paid-up value of Notes ERPSs being exchanged, cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, due in connection with the Company’s election to settle Additional Shares due under Section 14.14 in cash or in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 15.02 (“Physical Settlement”) or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with Section 15.02(j) (“Combination Settlement”), at its election, as set forth in this Section 14.02 (15.02. All reference in this Indenture to the shares exchange of Notes will be deemed to include both the conversion of the Notes into the applicable number of ERPSs and the immediate transfer of such ERPSs to the Guarantor on the relevant Exchange Date in exchange for cash, Common Stock or a combination thereof. The procedures governing the transfer and cash exchange of each issued and allotted ERPS shall be governed by the Company Articles and the Deed Poll. (i) All exchanges for which the relevant Exchange Date occurs on or after July 31, 2023, and all exchanges for which the relevant Exchange Date occurs after the Company’s issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date, shall pay and/or deliverbe settled using the same Settlement Method. (ii) Except for any exchanges for which the relevant Exchange Date occurs after the Company’s issuance of a Redemption Notice with respect to the Notes but prior to the related Redemption Date, and any exchanges for which the relevant Exchange Date occurs on or after July 31, 2023, the Guarantor shall use the same Settlement Method for all exchanges of Notes with the same Exchange Date, but the Guarantor shall not have any obligation to use the same Settlement Method with respect to exchanges with different Exchange Dates. For the avoidance of doubt, the Guarantor may choose for Notes exchanged on one Exchange Date to settle exchanges in Physical Settlement, and choose for Notes exchanged on another Exchange Date Cash Settlement or Combination Settlement. (iii) If, in respect of any Exchange Date (or the period described in the third immediately succeeding set of parentheses, as the case may be), the Guarantor elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect of such Exchange Date (or such period, as the case may be), the Guarantor, through the Trustee, shall deliver such Settlement Notice to exchanging Holders no later than the close of business on the Trading Day immediately following the relevant Exchange Date (or, in the case of any exchanges for which the relevant Exchange Date occurs (x) after the date of issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date, in such Redemption Notice or (y) on or after July 31, 2023, no later than July 30, 2023). If the Guarantor does not elect a Settlement Method prior to the deadline set forth in the first sentence of this clause (iii), the Guarantor shall no longer have the right to elect Cash Settlement or Physical Settlement and the Guarantor shall be deemed to have elected Combination Settlement in respect of its Exchange Obligation, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Guarantor delivers a Settlement Notice electing Combination Settlement in respect of its Exchange Obligation but does not indicate prior to the deadline set forth in the first sentence of this clause (iii) a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. (iv) The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any exchange of Notes (the “Settlement Amount”) shall be computed as follows: (A) if the Guarantor elects to satisfy its Exchange Obligation in respect of such exchange by Physical Settlement, the Guarantor shall deliver to the exchanging Holder in respect of each $1,000 principal amount of Notes being exchanged a number of shares of Common Stock equal to the Exchange Rate in effect on the Exchange Date Date; (plus cash in lieu of any fractional share of Common Stock issuable upon exchange). The Company shall use the Physical Settlement Method for all exchanges other than a Mandatory Exchanges pursuant to Section 14.03. Notwithstanding the foregoing, B) if the Company Guarantor elects to settle Additional Shares due under Section 14.14 satisfy its Exchange Obligation in cashrespect of such exchange by Cash Settlement, it the Guarantor shall pay to the exchanging Holder an amount in respect of cash per each $1,000 principal amount of Notes being exchanged cash in an amount equal to the product of (x) the applicable number of Additional Shares and (y) the arithmetic average sum of the Daily VWAPs Exchange Values for each of the ten (10) 40 consecutive Trading Days immediately preceding during the related Observation Period; and (C) if the Guarantor elects (or is deemed to have elected) to satisfy its Exchange Obligation in respect of such exchange by Combination Settlement, the Guarantor shall pay or deliver, as the case may be, in respect of each $1,000 principal amount of Notes being exchanged, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Days during the related Observation Period. (v) The Daily Settlement Amounts (if applicable) and the Daily Exchange Values (if applicable) shall be determined by the Guarantor promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Exchange Values, as the case may be, and the amount of cash payable in lieu of delivering any fractional share of Common Stock, the Guarantor shall notify the Trustee and the Exchange DateAgent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Exchange Values, as the case may be, and the amount of cash payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Exchange Agent (if other than the Trustee) shall have no responsibility for any such determination. (b) Subject to Section 14.02(e15.02(e), before any Holder of a Note shall be entitled to exchange a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the Applicable Procedures procedures of the Depositary in effect at that time and, if required, pay funds equal to the interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and, if required, pay all transfer or similar taxes, if any, pursuant to Section 14.02(e15.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Exchange Agent as set forth in the Form of Notice of Exchange (or a facsimile thereof) (a “Notice of Exchange”) at the office of the Exchange Agent and state in writing therein the principal amount of Notes to be exchanged and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Exchange Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Exchange Agent, (3) if required, furnish appropriate endorsements and transfer documents, documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and (5) if required, pay all transfer or similar taxes, if any, pursuant to Section 14.02(e15.02(h). The Trustee (and if different, the Exchange Agent) shall notify the Company of any exchange Exchange pursuant to this Article 14 15 on the Exchange Date for such exchange. No Notice of Exchange with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. Notwithstanding anything to the contrary contained herein, to the extent that an indirect holder of a Global Note held indirectly through a participant submits irrevocable instructions to exchange any portion of such Note, such Holder shall be deemed for purposes of Regulation SHO to have exchanged the applicable portion of such Note at the time of delivery of such instructions, regardless of when shares of Common Stock are delivered to such Holder or its participant16.03. If more than one Note shall be surrendered for exchange at one time by the same Holder, the Exchange Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been exchanged immediately prior to at the close of business on the date (the “Exchange Date”) that the Holder has complied with the requirements set forth in subsection (iib) above. Except as set forth in Section 14.07(a15.03(b) and Section 14.14(b15.07(a), the Company Guarantor shall pay or deliver, as the case may be, the consideration due in respect of the Exchange Obligation on the second (2nd) third Business Day immediately following the relevant Exchange Date, in if the case of Guarantor elects Physical Settlement, or on the second (2nd) third Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of Cash any other Settlement or Combination Settlement. Notwithstanding the foregoing, with respect to the Company’s satisfaction of its Exchange Obligation through Physical Settlement for which the relevant Exchange Date occurs after the Regular Record Date immediately preceding the Maturity Date, the settlement shall occur on the Maturity DateMethod. If any shares of Common Stock are due to an exchanging Holder, the Company Guarantor shall issue or cause to be issued, and deliver (if applicable) to the Exchange Agent or to such Holder, or such Holder’s nominee or nominees, the full number of shares of Common Stock to which such Holder shall be entitled, in certificate form or in book-entry format through the Depositary or on the Transfer Agent’s books if the shares of Common Stock are not then held through the facilities of DTCformat, in satisfaction of the CompanyGuarantor’s Exchange Obligation. (d) In case any Note shall be surrendered for partial exchange, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Note, without payment of any service charge by the exchanging Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp, stamp duty, stamp duty reserve tax or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange being different from the name of the Holder of the old Notes surrendered for such exchange. (e) If a Holder submits a Note for exchange, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of Common Stock upon exchange, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Exchange Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued upon the exchange of any Note as provided in this Article 14. (g) Upon the exchange of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any exchange of Notes effected through any Exchange Agent other than the Trustee. (h) Upon exchange, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the full Exchange Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but excluding, the relevant Exchange Date. As a result, accrued and unpaid interest, if any, to, but excluding, the relevant Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are exchanged after the close of business on a Regular Record Date but prior to the open of business on the immediately following Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on such Interest Payment Date notwithstanding the exchange. However, Notes surrendered for exchange during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so exchanged on the corresponding Interest Payment Date (regardless of whether the exchanging Holder was the Holder of record on the corresponding Regular Record Date); provided that no such payment shall be required (1) for exchanges following the close of business on the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; (3) if the Company has selected a Mandatory Exchange Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts exist at the time of exchange with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the Maturity Date and any Fundamental Change Repurchase Date described in clause (2) above shall receive the full interest payment due on the Maturity Date or other applicable Interest Payment Date in cash regardless of whether their Notes have been exchanged and/or repurchased, as applicable, following such Regular Record Date. (i) The Person in whose name the shares of Common Stock shall be issuable upon exchange shall be treated as a stockholder of record as of the close of business on the relevant Exchange Date (in the case of Physical Settlement) or the last trading day of the relevant Observation Period (in the case of Combination Settlement). Upon an exchange of Notes, such Person shall no longer be a Holder of such Notes surrendered for exchange, subject to Section 14.13. Prior to exchange of a Holder’s Note, such Holder (in such capacity) shall not have any rights as a stockholder of the Company. (j) The Company shall not issue any fractional share of Common Stock upon exchange of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon exchange based on the Daily VWAP for the relevant Exchange Date.