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

Exchange Procedure; Settlement Upon Exchange. (a) Upon exchange of any Note, each $1,000 principal amount of Notes shall convert into one fully paid Preference Share, with each Preference Share being issued and allotted at a price equal to the Paid-Up Value. All Preference Shares issued on exchange of the Notes shall (without any further action being required to be taken by exchanging Holders of the Notes) immediately and automatically be transferred on and as of the relevant Exchange Date to the Guarantor, and in consideration therefor, the Company shall cause the Guarantor to either issue or transfer and deliver to such Holder, for each $1,000 principal amount of Notes exchanged by such Holder, a number of Ordinary Shares equal to the Exchange Rate, together with a cash payment in lieu of delivering any fractional Ordinary Share issuable upon exchange based on the Last Reported Sale Price of the Ordinary Shares on the relevant Exchange Date, on the second Business Day immediately following the relevant Exchange Date, unless such Exchange Date occurs following the Record Date immediately preceding the Maturity Date, in which case the Company shall make such delivery (and payment, if applicable) on the Maturity Date. For the avoidance of doubt, neither the Trustee nor any Agent shall have any responsibility to deliver Preference Shares or Ordinary Shares to any person or deal with cash payments in relation to conversions and exchanges, except for cash payments in lieu of any fractional Ordinary Shares. (b) To exchange a beneficial interest in a Global Note (which exchange is irrevocable), the holder of such beneficial interest must: (i) comply with the Applicable Procedures for converting a beneficial interest in a Global Note; (ii) in accordance with the Applicable Procedures, 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”); (iii) if required, pay all transfer or similar taxes (subject to 14.02(e)); and (iv) 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 14.02(g); and (c) To exchange a Certificated Note, the Holder must: (i) complete, manually sign and deliver an irrevocable Notice of Exchange to the Exchange Agent and deliver such Note to the Exchange Agent for surrender to the Company; (ii) if required, furnish appropriate endorsements and transfer documents; (iii) if required, pay all transfer or similar taxes (subject to 14.02(e)); and (iv) 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(g). 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. If a Holder has already delivered a Fundamental Change Repurchase Notice with respect to a Note, such Holder may not surrender such Note for exchange until such Holder has validly withdrawn such Fundamental Change Repurchase Notice (or, in the case of a Global Note, has complied with the 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 Holder’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 Tax Redemption Date pursuant to Section 16.02(a), a Holder that complies with the requirements for exchange set forth in this ‎Section 14.02(b) shall be deemed to have delivered a notice of its election not to have its Notes so redeemed. 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. None of the Agents of the Trustee shall have any responsibility whatsoever with respect to the issuance and delivery of the Preference Shares to the exchanging Holder. (d) 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 ‎Section 14.02(b) above. The Company shall issue or cause to be issued, and deliver 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 Ordinary Shares to which such Holder shall be entitled in satisfaction of the Company’s Exchange Obligation. (e) In case any Certificated Note shall be surrendered for partial exchange, in an Authorized Denomination, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder so surrendered a new Note or Notes in an Authorized Denomination in an aggregate principal amount equal to the un-exchanged 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 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. (f) If a Holder submits a Note for exchange, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issuance or delivery of the Ordinary Shares upon exchange of the Notes, including in respect of the allotment and issue of Preference Shares on exercise of such exchange or on the immediate and automatic transfer of any Preference Shares to the Guarantor pursuant to such exchange or in respect of the allotment, issue or transfer and delivery of any Ordinary Shares on exchange of the Preference Shares, unless the tax is due because the Holder requests such Ordinary Shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. (g) 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 in the books and records of the Trustee and Depositary 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 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 not including, the relevant Exchange Date. As a result, accrued and unpaid interest, if any, to, but not 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 for the payment of interest but prior to the open of business on the immediately following Interest Payment Xxxx, 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 the corresponding Interest Payment Date notwithstanding the exchange. 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; provided that no such payment shall be required (1) for exchanges following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Tax Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date (or, if such Interest Payment Date is not a Business Day, the second Business Day immediately following such Interest Payment Date); (3) 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 (or, if such Interest Payment Date is not a Business Day, the second Business Day immediately following such 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 shall receive the full interest payment due on the Maturity Date in cash regardless of whether their Notes have been exchanged following such Regular Record Date. (i) The Person in whose name any Ordinary Shares delivered upon exchange is registered shall become the holder of record of such Ordinary Shares as of the close of business on the relevant Exchange Date, and the Company shall cause the person in whose name the Ordinary Shares shall be issuable upon such exchange to be treated as the holder of record of such Ordinary Shares as of the close of business on such Exchange Date. Upon an exchange of Notes, such Person shall no longer be a Holder of such Notes surrendered for exchange; provided that in the case of an exchange between a Regular Record Date and the corresponding Interest Payment Date, the Holder of record as of the close of business on such Regular Record Date shall have the right to receive the interest payable on such Interest Payment Date, in accordance with Section 14.02(h). (j) No fractional Ordinary Shares shall be issued upon exchange of Preference Shares. The Company shall cause cash to be paid in lieu of delivering any fractional Ordinary Shares upon exchange in accordance with Section 14.02(a).

Exchange Procedure; Settlement Upon Exchange. (a) Upon exchange of any Exchangeable Note, the Issuer agrees to deliver to the exchanging Holder, in respect of each $1,000 principal amount Principal Amount at Maturity of Exchangeable Notes shall convert into one fully paid Preference Share, with each Preference Share being issued and allotted at a price equal to the Paid-Up Value. All Preference Shares issued on exchange of the Notes shall (without any further action being required to be taken by exchanging Holders of the Notes) immediately and automatically be transferred on and as of the relevant Exchange Date to the Guarantor, and in consideration therefor, the Company shall cause the Guarantor to either issue or transfer and deliver to such Holder, for each $1,000 principal amount of Notes exchanged by such Holderexchanged, a number of Ordinary Shares shares of Class A Common Stock equal to the Exchange RateRate on the Exchange Date, together with a cash payment payment, if applicable, in lieu of delivering any fractional Ordinary Share issuable upon exchange based share of Class A Common Stock in accordance with Section 8.02(i) (such shares and cash, collectively, the “Settlement Amount”), on the Last Reported Sale Price of the Ordinary Shares on third Business Day immediately following the relevant Exchange DateDate (such obligation, the “Exchange Obligation”). Hovnanian agrees with each Holder and the Issuer that upon any exchange of an Exchangeable Note, Hovnanian shall deliver the Settlement Amount on behalf of the Issuer, and in satisfaction of the Issuer’s obligation, to the exchanging Holder on the second third Business Day immediately following the relevant Exchange Date, unless such Exchange Date occurs following the Record Date immediately preceding the Maturity Date, in which case the Company shall make such delivery (and payment, if applicable) on the Maturity Date. For the avoidance of doubt, neither the Trustee nor any Agent shall have any responsibility to deliver Preference Shares or Ordinary Shares to any person or deal with cash payments in relation to conversions and exchanges, except for cash payments in lieu of any fractional Ordinary Shares. (b) To exchange The holder of a beneficial interest in a Global Exchangeable Note (which exchange whether or not such Exchangeable Note is irrevocablea component of a Unit), the holder of such beneficial interest must: (i) to effect an exchange, must comply with applicable procedures of the Applicable Procedures for converting Depositary therefor. Subject to Section 8.02(e), before any Holder of a beneficial interest in Physical Exchangeable Note (whether or not such Exchangeable Note is a Global Note; component of a Unit) shall be entitled to exchange an Exchangeable Note as set forth above, such Holder shall (ii1) in accordance with the Applicable Procedures, 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”); (iii) if required, pay all transfer or similar taxes (subject to 14.02(e)); and (iv) if required, pay funds equal to any interest payable on at the next Interest Payment Date to which such Holder is not entitled as set forth in 14.02(g); and (c) To exchange a Certificated Note, the Holder must: (i) complete, manually sign and deliver an irrevocable Notice office of Exchange to the Exchange Agent and deliver state in writing therein the Principal Amount at Maturity of Exchangeable Notes to be exchanged and the name or names (with addresses) in which such Note Holder wishes the certificate or certificates for any shares of Class A Common Stock to be delivered upon settlement of the Exchange Obligation to be registered, (2) (i) if such Exchangeable Notes are Separate Exchangeable Notes, surrender such Exchangeable Notes, duly endorsed to the Issuer or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Exchange Agent for or (ii) if such Exchangeable Notes are components of Units, surrender such Units to the Company; Units Agent as specified in the Units Agreement and (ii3) if required, furnish appropriate endorsements and transfer documents; (iii) if required, pay all transfer or similar taxes (subject to 14.02(e)); and (iv) 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(g). The Trustee (and and, if different, the Exchange Agent) shall notify the Company Issuer of any exchange pursuant to this ‎Article 14 on Article 8 no later than the Business Day following the Exchange Date for such exchange. If a No Holder may surrender Exchangeable Notes for exchange if such Holder has already also delivered a Fundamental Change Repurchase Notice with to the Issuer in respect to a Note, of such Holder may Exchangeable Notes and not surrender such Note for exchange until such Holder has validly withdrawn such Fundamental Change Repurchase Notice (or, in the case of a Global Note, has complied with the Applicable Procedures with respect to such a withdrawal) in accordance with Section 9.02. Hovnanian agrees with each Holder and the terms Issuer that upon any exchange of ‎Section 15.03. If a an Exchangeable Note, Hovnanian shall deliver the Settlement Amount on behalf of the Issuer, and in satisfaction of the Issuer’s obligation, to the exchanging Holder has already delivered a Fundamental Change Repurchase Notice, such Holder’s right to withdraw such notice and exchange the Notes that are subject to repurchase will terminate at the close of business on the third Business Day immediately preceding following the relevant Fundamental Change Repurchase Exchange Date. If the Company has designated a Tax Redemption Date pursuant to Section 16.02(a), a Holder that complies with the requirements for exchange set forth in this ‎Section 14.02(b) shall be deemed to have delivered a notice of its election not to have its Notes so redeemed. If more than one Exchangeable Note shall be surrendered for exchange at one time by the same HolderHolder of the Exchangeable Notes, the Exchange Obligation with respect to such Exchangeable Notes shall be computed on the basis of the aggregate principal amount Principal Amount at Maturity of the Exchangeable Notes (or specified portions thereof to the extent permitted thereby) so surrendered. None of the Agents of the Trustee shall have any responsibility whatsoever with respect to the issuance and delivery of the Preference Shares to the exchanging Holder. (dc) A An Exchangeable Note shall be deemed to have been exchanged immediately prior to the close of business on the date (the “Exchange Date”) that the Holder of the Exchangeable Note has complied with the requirements set forth in ‎Section 14.02(bsubsection (b) above. The Company Issuer agrees to deliver the Settlement Amount due upon exchange on the third Business Day immediately following the relevant Exchange Date. Hovnanian agrees with each Holder and the Issuer that upon any exchange of an Exchangeable Note, Hovnanian shall issue or cause to be issueddeliver the Settlement Amount on behalf of the Issuer, and in satisfaction of the Issuer’s obligation, to the exchanging Holder on the third Business Day immediately following the relevant Exchange Date. If any shares of Class A Common Stock are due to exchanging Holders of the Exchangeable Notes, Hovnanian or the Issuer shall deliver to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary, as the case may be, Depositary for the full number of Ordinary Shares shares of Class A Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Exchange Obligation. (ed) In case any Certificated Exchangeable Note shall be surrendered for partial exchange, in $1,000 Principal Amount at Maturity or an Authorized Denominationintegral multiple thereof, the Company Issuer shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Exchangeable Note so surrendered a new Exchangeable Note or Exchangeable Notes in an Authorized Denomination authorized denominations in an aggregate principal amount Principal Amount at Maturity equal to the un-exchanged unexchanged portion of the surrendered Exchangeable Note, without payment of any service charge by the exchanging Holder of the Exchangeable Notes but, if required by the Company Issuer or Trustee, with payment of a sum sufficient to cover any 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 Exchangeable Notes issued upon such exchange being different from the name of the Holder of the old Exchangeable Notes surrendered for such exchange. (fe) If a Holder of the Exchangeable Notes submits a an Exchangeable Note for exchange, the Company Issuer shall pay any documentary, stamp or similar issue or transfer tax due on the issuance or delivery of the Ordinary Shares any shares of Class A Common Stock upon exchange of the Notes, including in respect of the allotment and issue of Preference Shares on exercise of such exchange or on the immediate and automatic transfer of any Preference Shares to the Guarantor pursuant to such exchange or in respect of the allotment, issue or transfer and delivery of any Ordinary Shares on exchange of the Preference SharesExchangeable Note, unless the tax is due because the Holder requests such Ordinary Shares shares of Class A Common Stock to be issued in a name other than the such Holder’s name, in which case the such Holder shall pay that tax. Hovnanian and the Issuer may refuse to deliver the certificates representing the shares of Class A Common Stock being issued in a name other than such Holder’s name until the Holder pays a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (gf) 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 in the books and records of the Trustee and Depositary as to the reduction in the principal amount represented thereby. The Company Hovnanian shall notify the Trustee in writing of any exchange of Exchangeable Notes effected through any Exchange Agent other than the Trustee. (hg) Upon exchange, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The CompanyHovnanian’s settlement or the Issuer’s delivery of the Exchange Obligation Settlement Amount upon exchange of any Exchangeable Note shall be deemed to satisfy in full its the Issuer’s obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Exchange Date. As a result, accrued and unpaid interest, if any, to, but not 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 for the payment of interest but prior to the open of business on the immediately following Interest Payment Xxxx, 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 the corresponding Interest Payment Date notwithstanding the exchange. 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; provided that no such payment shall be required (1) for exchanges following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Tax Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date (or, if such Interest Payment Date is not a Business Day, the second Business Day immediately following such Interest Payment Date); (3) 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 (or, if such Interest Payment Date is not a Business Day, the second Business Day immediately following such 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 Exchangeable Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the Maturity Date shall receive the full interest payment due on the Maturity Date in cash regardless of whether their Notes have been exchanged following such Regular Record Date. (ih) The Person in whose name the certificate for any Ordinary Shares shares of Class A Common Stock delivered upon exchange is registered shall become the holder of record of such Ordinary Shares shares as of the close of business on the relevant Exchange Date, and the Company shall cause the person in whose name the Ordinary Shares shall be issuable upon such exchange to be treated as the holder of record of such Ordinary Shares as of the close of business on such Exchange Date. Upon an exchange of Notes, such Person shall no longer be a Holder of such Notes surrendered for exchange; provided that in the case of an exchange between a Regular Record Date and the corresponding Interest Payment DateExchangeable Note, the Holder thereof shall surrender all of record as of the close of business on its rights with respect to such Regular Record Date shall have Exchangeable Note, other than the right to receive the interest payable on such Interest Payment Date, in accordance with Section 14.02(h)Settlement Amount due upon exchange. (ji) No Hovnanian shall not issue any fractional Ordinary Shares shall be issued share of Class A Common Stock upon exchange of Preference Shares. The Company the Exchangeable Notes and shall cause instead pay cash to be paid in lieu of delivering any fractional Ordinary Shares share of Class A Common Stock issuable upon exchange in accordance with Section 14.02(a)based on the Last Reported Sale Price of the Class A Common Stock on the relevant Exchange Date.

Exchange Procedure; Settlement Upon Exchange. (a) Upon exchange Subject to Section 5.02(e), before any Holder of any Notea Note shall be entitled to Exchange a Note as set forth above, each $1,000 principal amount of Notes shall convert into one fully paid Preference Share, with each Preference Share being issued and allotted at a price equal to the Paid-Up Value. All Preference Shares issued on exchange of the Notes such Holder shall (without any further action being required to be taken by exchanging Holders of the Notes1) immediately and automatically be transferred on and as of the relevant Exchange Date to the Guarantor, and in consideration therefor, the Company shall cause the Guarantor to either issue or transfer and deliver to such Holder, for each $1,000 principal amount of Notes exchanged by such Holder, a number of Ordinary Shares equal to the Exchange Rate, together with a cash payment in lieu of delivering any fractional Ordinary Share issuable upon exchange based on the Last Reported Sale Price of the Ordinary Shares on the relevant Exchange Date, on the second Business Day immediately following the relevant Exchange Date, unless such Exchange Date occurs following the Record Date immediately preceding the Maturity Date, in which case the Company shall make such delivery (and payment, if applicable) on the Maturity Date. For the avoidance of doubt, neither the Trustee nor any Agent shall have any responsibility to deliver Preference Shares or Ordinary Shares to any person or deal with cash payments in relation to conversions and exchanges, except for cash payments in lieu of any fractional Ordinary Shares. (b) To exchange a beneficial interest in a Global Note (which exchange is irrevocable), the holder of such beneficial interest must: (i) comply with the Applicable Procedures for converting a beneficial interest in a Global Note; (ii) in accordance with the Applicable Procedures, complete, manually sign and deliver an irrevocable notice to the Exchange Agent Parent and Company as set forth in the Form of Notice of Exchange attached to the back of the Note (or a facsimile thereof) (a “Notice of Exchange”); ) at the Company’s Office and state in writing therein the principal amount of Notes to be exchanged and the name or names (iiiwith addresses) if required, pay all transfer or similar taxes (subject to 14.02(e)); and (iv) if required, pay funds equal to any interest payable on the next Interest Payment Date to in which such Holder is not entitled as set forth in 14.02(g); and wishes the certificate or certificates (cor book-entry deposits) To exchange a Certificated Notefor the shares of Parent Common Stock or Parent Warrants to be delivered upon settlement of the Exchange Obligation to be registered, the Holder must: and (i2) completesurrender such Notes, manually sign and deliver an irrevocable Notice of Exchange duly endorsed to the Exchange Agent Company (and deliver such Note to the Exchange Agent for surrender to the Company; (ii) if required, furnish accompanied by appropriate endorsements endorsement and transfer documents; (iii) if required), pay all transfer or similar taxes (subject to 14.02(e)); and (iv) if requiredprovided, pay funds equal to any interest payable however, that so long as the shares of Parent Common Stock are listed for trading on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(g). The Trustee (and New York Stock Exchange, if different, the Exchange Agent) shall notify Date for any Note Exchange would otherwise be deemed to occur on a record date of a Parent Company Event, or the Company of any exchange pursuant Ex-Dividend Date with respect thereto if the Ex-Dividend Date occurs prior to this ‎Article 14 on the record date, then the Exchange Date for such exchangeNote exchange shall instead be deemed to occur on the Business Day immediately following such record date or Ex-Dividend Date, as the case may be. If No Notice of Exchange with respect to any Notes may be delivered by a Holder thereof if such Holder has already delivered also delivered, pursuant to Article 10 of the Note Purchase Agreement, a Fundamental Change Repurchase Notice with or Specified Date Repurchase Notice to the Company in respect to a Note, of such Holder may Notes and has not surrender such Note for exchange until such Holder has validly withdrawn such Fundamental Change Repurchase Notice (or, in the case of a Global Note, has complied with the Applicable Procedures with respect to such a withdrawal) or Specified Date Repurchase Notice in accordance with Section 10.10 of the terms of ‎Section 15.03. If a Holder has already delivered a Fundamental Change Repurchase Notice, such Holder’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 Tax Redemption Date pursuant to Section 16.02(a), a Holder that complies with the requirements for exchange set forth in this ‎Section 14.02(b) shall be deemed to have delivered a notice of its election not to have its Notes so redeemedNote Purchase Agreement. If more than one Note shall be surrendered for exchange 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. None . (b) Upon receipt by the Parent and the Company of a Notice of Exchange in accordance with Section 5.02(a) and subject to Section 5.06, the Agents of the Trustee Parent shall have any responsibility whatsoever with respect to the issuance and delivery of the Preference Shares deliver to the exchanging Holder, in respect of each $1,000 principal amount of Notes being Exchanged, a number of shares of Parent Common Stock equal to the Exchange Rate (or Parent Warrants in accordance with Section 5.06), together with accrued and unpaid interest, if any, to, but not including, the Exchange Date (unless the Exchange Date falls after a Regular Interest Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case interest accrued will be paid on such Interest Payment Date to Holders of record of such Notes on such Regular Interest Record Date and the exchanging Holder (if other than such record Holder) will not be entitled to any separate cash payment for any accrued but unpaid interest on the Exchange Date); provided, however, that, if applicable, in lieu of the Parent delivering any fractional share of Parent Common Stock, in accordance with subsection (i) of this Section 5.02, (or Parent Warrants to purchase shares of Parent Common Stock pursuant to Section 5.06, if applicable) the Company shall make a cash payment, to the Holder. Parent Common Stock, Parent Warrants and cash payments in lieu of fractional shares shall be delivered no later than on the third Business Day immediately following the relevant Exchange Date. (dc) A Note shall be deemed to have been exchanged 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 ‎Section 14.02(bsubsection (a) aboveabove unless Section 5.06 provides otherwise (the “Exchange Date”). The Company Parent shall issue or cause to be issued, and deliver 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 Ordinary Shares shares of Parent Common Stock to which such Holder shall be entitled entitled, subject to Section 5.06, in satisfaction of the Company’s Exchange Obligation. (ed) In Pursuant to Section 9.08(c) of the Note Purchase Agreement, in case any Certificated Note shall be surrendered for partial exchange, in an Authorized DenominationExchange, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order Holder of the Holder Note so surrendered a new Note or Notes in an Authorized Denomination authorized denominations in an aggregate principal amount equal to the un-exchanged unexchanged portion of the surrendered Note, without payment of any service charge by the exchanging Holder but, if required by the Company or TrusteeCompany, 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 Exchange being different from the name of the Holder of the old Notes surrendered for such exchangeExchange. (fe) If a Holder submits a Note for exchangeExchange, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issuance or delivery of the Ordinary Shares upon exchange of the Notes, including in respect of the allotment and issue of Preference Shares on exercise any shares of such exchange Parent Common Stock or on the immediate and automatic transfer of any Preference Shares to the Guarantor pursuant to such exchange or in respect of the allotment, issue or transfer and delivery of any Ordinary Shares on exchange of the Preference SharesParent Warrants upon Exchange, unless the tax is due because the Holder requests such Ordinary Shares shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Parent may refuse to deliver the certificates (or book-entry deposits) representing the shares of Parent Common Stock or Parent Warrants being issued in a name other than the Holder’s name until the Company 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 5.03, no adjustment shall be made for dividends on shares of Parent Common Stock issued upon the Exchange of any Note as provided in this Article 5. (g) 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 in the books and records of the Trustee and Depositary 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 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 not including, the relevant Exchange Date. As a result, accrued Accrued and unpaid interest, if any, to, but not including, the relevant Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding by the foregoing, if Notes are exchanged after the close of business on a Regular Record Date for the payment of interest but prior to the open of business Company on the immediately following Interest Payment Xxxx, 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 the corresponding Interest Payment Date notwithstanding the exchange. Notes surrendered for exchange during the period from the close of business on any Regular Record Exchange Date to the open of business Holders on such Exchange Date (unless the immediately following Interest Payment Exchange Date must be accompanied by funds equal to the amount of interest payable on the Notes so exchanged on the corresponding Interest Payment Date; provided that no such payment shall be required (1) for exchanges following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Tax Redemption Date that is falls after a Regular Interest Record Date and but on or prior to the Business Day immediately following the corresponding succeeding Interest Payment Date (orDate, if in which case interest accrued will be paid on such Interest Payment Date is not a Business Day, the second Business Day immediately following to Holders of record of such Notes on such Regular Interest Payment Date); (3) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and the exchanging Holder (if other than such record Holder) will not be entitled to any separate cash payment for any accrued but unpaid interest on or prior to the Business Day immediately following the corresponding Interest Payment Date (or, if such Interest Payment Date is not a Business Day, the second Business Day immediately following such Interest Payment Exchange 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 shall receive the full interest payment due on the Maturity Date in cash regardless of whether their Notes have been exchanged following such Regular Record Date. (ih) The Person in whose name any Ordinary Shares the certificate for the shares of Parent Common Stock delivered upon exchange is registered shall become the holder be treated as a stockholder of record of such Ordinary Shares as of the close of business on the relevant Exchange Date, and the Company shall cause the person in whose name the Ordinary Shares shall be issuable upon such exchange to be treated as the holder of record of such Ordinary Shares as of the close of business on such Exchange Date. Upon an exchange Exchange of NotesNotes (whether settled in Parent Common Stock or Parent Warrants), such Person shall no longer be a Holder of such Notes surrendered for exchange; provided that in the case of an exchange between a Regular Record Date and the corresponding Interest Payment Date, the Holder of record as of the close of business on such Regular Record Date shall have the right to receive the interest payable on such Interest Payment Date, in accordance with Section 14.02(h)Exchange. (ji) No The Parent shall not issue any fractional Ordinary Shares shall be issued share of Parent Common Stock upon exchange of Preference Shares. The the Notes and the Company shall cause instead pay cash to be paid in lieu of delivering any fractional Ordinary Shares share of Parent Common Stock issuable upon exchange in accordance with Section 14.02(a)based on the Last Reported Sale Price of the Parent Common Stock on the relevant Exchange Date.

Exchange Procedure; Settlement Upon Exchange. (a) Upon Subject to this ‎Section 14.02, ‎Section 14.03(b) and ‎Section 14.07(a), upon exchange of any Note, the Issuer shall pay to the exchanging Holder, in respect of each $1,000 principal amount Initial Principal Amount of Notes shall convert into one fully paid Preference Sharebeing exchanged, with each Preference Share being issued and allotted at a price equal to the Paid-Up Value. All Preference Shares issued on exchange cash (“Cash Settlement”), shares of the Notes shall (without any further action being required to be taken by exchanging Holders of the Notes) immediately and automatically be transferred on and as of the relevant Exchange Date to the Guarantor, and in consideration therefor, the Company shall cause the Guarantor to either issue or transfer and deliver to such Holder, for each $1,000 principal amount of Notes exchanged by such Holder, a number of Ordinary Shares equal to the Exchange RateCommon Stock, together with a cash payment cash, if applicable, in lieu of delivering any fractional Ordinary Share issuable upon exchange based on share of Common Stock in accordance with subsection ‎(j) of this ‎Section 14.02 shall be delivered to the Last Reported Sale Price exchanging Holder (“Physical Settlement”) or a combination of cash and shares of Common Stock shall be delivered to the Ordinary Shares on exchanging Holder, together with cash to be paid by the Issuer, 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 the Issuer’s election, as set forth in this ‎Section 14.02. Any Settlement Notice containing the Issuer's election shall include an acknowledgment by Holdings that Holdings has directed the Issuer to make such election. (i) All exchanges for which the relevant Exchange Date occurs during the period from, and including, the 25th Scheduled Trading Day immediately preceding the Maturity Date to, and including, the second Scheduled Trading Day immediately preceding the Maturity Date shall be settled using the same Settlement Method and all exchanges for which the relevant Exchange Date occurs during a Redemption Exchange Period shall be settled using (A) Combination Settlement (if there is an effective registration statement under the Securities Act relating to the offer and sale of the shares of Common Stock to be delivered upon such exchange and Holdings reasonably expects such registration statement to remain effective for the next 30 Scheduled Trading Days following the date such shares of Common Stock would be delivered to the Holder) or (B) Cash Settlement (if there is no effective registration statement under the Securities Act relating to the offer and sale of the shares of Common Stock to be delivered upon an exchange or Holdings does not reasonably expect to maintain the effectiveness of a registration statement under the Securities Act for the next 30 Scheduled Trading Days following the date such shares of Common Stock would be delivered by Holdings to the Holders). (ii) Except for any exchanges described in ‎Section 14.02(a)(i), the same Settlement Method shall apply for all exchanges with the same Exchange Date, but there is no 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 from, and including, the 25th Scheduled Trading Day immediately preceding the Maturity Date to the close of business on the second Business Scheduled Trading Day immediately preceding the Maturity Date), the Issuer (acting on the direction of Holdings) 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 Issuer shall notify the Trustee and the Exchange Agent (if other than the Trustee) in writing and shall cause such Settlement Notice to be delivered to exchanging Holders no later than the close of business on the second Trading Day immediately following the relevant Exchange Date (or, in the case of any exchanges occurring during the period from, and including, the 25th Scheduled Trading Day immediately preceding the Maturity Date to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date), unless such Exchange Date occurs following no later than the Record Date close of business on the 25th Scheduled Trading Day immediately preceding the Maturity Date, in which case the Company shall make such delivery related Redemption Notice. If the Issuer (and payment, if applicable) acting on the Maturity Date. For the avoidance direction of doubt, neither the Trustee nor any Agent shall have any responsibility to deliver Preference Shares or Ordinary Shares to any person or deal with cash payments in relation to conversions and exchanges, except for cash payments in lieu of any fractional Ordinary Shares. (bHoldings) To exchange does not elect a beneficial interest in a Global Note (which exchange is irrevocable), the holder of such beneficial interest must: (i) comply with the Applicable Procedures for converting a beneficial interest in a Global Note; (ii) in accordance with the Applicable Procedures, complete, manually sign and deliver an irrevocable notice Settlement Method prior to the Exchange Agent as deadline set forth in the Form of Notice of Exchange (or a facsimile thereof) (a “Notice of Exchange”); (iii) if required, pay all transfer or similar taxes (subject to 14.02(e)); and (iv) 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 14.02(g); and (c) To exchange a Certificated Noteimmediately preceding sentence, the Holder must: (i) complete, manually sign and deliver an irrevocable Notice of Exchange to Issuer shall no longer have the Exchange Agent and deliver such Note to the Exchange Agent for surrender to the Company; (ii) if required, furnish appropriate endorsements and transfer documents; (iii) if required, pay all transfer or similar taxes (subject to 14.02(e)); and (iv) 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(g). 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. If a Holder has already delivered a Fundamental Change Repurchase Notice with respect to a Note, such Holder may not surrender such Note for exchange until such Holder has validly withdrawn such Fundamental Change Repurchase Notice (or, in the case of a Global Note, has complied with the 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 Holder’s right to withdraw such notice elect Cash Settlement or Physical Settlement 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 Tax Redemption Date pursuant to Section 16.02(a), a Holder that complies with the requirements for exchange set forth in this ‎Section 14.02(b) Issuer shall be deemed to have delivered a notice elected Combination Settlement in respect of its election not to have its Notes so redeemed. If more than one Note shall be surrendered for exchange at one time by Exchange Obligation, and the same Holder, the Exchange Obligation with respect to such Specified Dollar Amount per $1,000 Initial Principal Amount of Notes shall be computed on equal to $1,000. Such Settlement Notice shall specify the basis relevant Settlement Method and in the case of an election of Combination Settlement, the aggregate principal amount relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 Initial Principal Amount of Notes. If the Notes Issuer delivers a Settlement Notice electing (or specified portions thereof is deemed to have elected) Combination Settlement in respect of its Exchange Obligation but does not indicate a Specified Dollar Amount per $1,000 Initial Principal Amount of Notes in such Settlement Notice, the extent permitted thereby) so surrendered. None Specified Dollar Amount per $1,000 Initial Principal Amount of the Agents of the Trustee shall have any responsibility whatsoever with respect to the issuance and delivery of the Preference Shares to the exchanging Holder. (d) A Note Notes shall be deemed to have been exchanged immediately be $1,000. The Issuer (acting on the direction of Holdings) may at any time prior to the close 25th Scheduled Trading Day immediately preceding the Maturity Date irrevocably elect to settle all exchanges through Combination Settlement with a Specified Dollar Amount that Holdings elects. (iv) With respect to any exchange, the cash, shares of business on the date Common Stock or combination of cash and shares of Common Stock in respect of any exchange of Notes (the “Exchange DateSettlement Amount”) that shall be computed as follows: (A) if the Holder has complied with Issuer (acting on the requirements set forth direction of Holdings) elects to satisfy its Exchange Obligation in ‎Section 14.02(b) above. The Company respect of such exchange by Physical Settlement, Holdings shall issue or cause to be issued, and deliver to the exchanging Holder in respect of each $1,000 Initial Principal Amount of Notes being exchanged a number of shares of Common Stock equal to the applicable Exchange Amount in effect on the Exchange Date plus cash in lieu of delivering any fractional share; (B) if the Issuer (acting on the direction of Holdings) elects to satisfy the Exchange Obligation in respect of such Holderexchange by Cash Settlement, the Issuer shall pay to the exchanging Holder in respect of each $1,000 Initial Principal Amount of Notes being exchanged cash in an amount equal to the sum of the applicable Daily Exchange Values for each of the 20 consecutive Trading Days during the related Observation Period; and (C) if the Issuer elects (acting on the direction of Holdings, or is deemed to have elected) to satisfy its Exchange Obligation in respect of such Holder’s nominee exchange by Combination Settlement, the Issuer shall pay or nominees, certificates or a book-entry transfer through the DepositaryHoldings shall deliver, as the case may be, for in respect of each $1,000 Initial Principal Amount of Notes being exchanged, a Settlement Amount equal to the full number of Ordinary Shares to which such Holder shall be entitled in satisfaction sum of the Company’s Exchange Obligationapplicable Daily Settlement Amounts for each of the 20 consecutive Trading Days during the relevant Observation Period. (ev) In case any Certificated Note The Daily Settlement Amounts (if applicable) and the Daily Exchange Values (if applicable) shall be surrendered for partial exchange, in an Authorized Denomination, determined by the Company shall execute and Issuer promptly following the Trustee shall authenticate and deliver to or upon the written order last day of the Holder so surrendered a new Note or Notes in an Authorized Denomination in an aggregate principal amount equal to the un-exchanged portion Observation Period. Promptly after such determination 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 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. (f) If a Holder submits a Note for exchange, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issuance or delivery of the Ordinary Shares upon exchange of the Notes, including in respect of the allotment and issue of Preference Shares on exercise of such exchange or on the immediate and automatic transfer of any Preference Shares to the Guarantor pursuant to such exchange or in respect of the allotment, issue or transfer and delivery of any Ordinary Shares on exchange of the Preference Shares, unless the tax is due because the Holder requests such Ordinary Shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. (g) Upon the exchange of an interest in a Global Note, the Trustee, Daily Settlement Amounts or the Custodian of Daily Exchange Values, as the Global Note at the direction of the Trusteecase may be, shall make a notation in the books and records of the Trustee and Depositary 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 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 not including, the relevant Exchange Date. As a result, accrued and unpaid interest, if any, to, but not 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 for the payment of interest but prior to the open of business on the immediately following Interest Payment Xxxx, 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 the corresponding Interest Payment Date notwithstanding the exchange. 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 cash payable on the Notes so exchanged on the corresponding Interest Payment Date; provided that no such payment shall be required (1) for exchanges following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Tax Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date (or, if such Interest Payment Date is not a Business Day, the second Business Day immediately following such Interest Payment Date); (3) 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 (or, if such Interest Payment Date is not a Business Day, the second Business Day immediately following such 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 shall receive the full interest payment due on the Maturity Date in cash regardless of whether their Notes have been exchanged following such Regular Record Date. (i) The Person in whose name any Ordinary Shares delivered upon exchange is registered shall become the holder of record of such Ordinary Shares as of the close of business on the relevant Exchange Date, and the Company shall cause the person in whose name the Ordinary Shares shall be issuable upon such exchange to be treated as the holder of record of such Ordinary Shares as of the close of business on such Exchange Date. Upon an exchange of Notes, such Person shall no longer be a Holder of such Notes surrendered for exchange; provided that in the case of an exchange between a Regular Record Date and the corresponding Interest Payment Date, the Holder of record as of the close of business on such Regular Record Date shall have the right to receive the interest payable on such Interest Payment Date, in accordance with Section 14.02(h). (j) No fractional Ordinary Shares shall be issued upon exchange of Preference Shares. The Company shall cause cash to be paid in lieu of delivering any fractional Ordinary Shares upon exchange share of Common Stock, the Issuer shall notify the Trustee and the Exchange Agent (if other than the Trustee) in accordance writing 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. (vi) For the avoidance of doubt, in connection with Section 14.02(a)any Physical Settlement or Combination Settlement, the obligations of Holdings under this Indenture is, inter alia, to issue such shares of Common Stock as required hereunder and nothing in this Indenture shall require the Issuer to acquire, hold or subscribe for Common Stock in Holdings and the Issuer shall have no obligation to deliver Common Stock.