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

Exchange Procedure; Settlement Upon Exchange. (a) Except as provided in Section 14.03(b) and Section 14.07(a), upon exchange of any Note, on the third Business Day immediately following the last Trading Day of the relevant Observation Period, the Company shall pay or deliver, 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 10 Trading Days during the relevant Observation Period for such Note, 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. (i) All exchanges occurring on or after July 1, 2035 or during the period from, and including, July 1, 2020 to the close of business on the Business Day immediately preceding October 1, 2020, and all exchanges occurring after the Company’s issuance of a Redemption Notice with respect to the Notes and prior to the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date, shall be settled using the same forms and amounts of consideration. Except for any exchanges that occur after the Company’s issuance of a Redemption Notice with respect to the Notes but prior to the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date, any exchanges occurring during the period from, and including, July 1, 2020 to the close of business on the Business Day immediately preceding October 1, 2020 and any exchanges that occur on or after July 1, 2035, the Company shall use the same forms and amounts of consideration for all exchanges occurring on the same Exchange Date, but the Company shall not have any obligation to use the same forms and amounts with respect to exchanges that occur on different Exchange Dates. If, in respect of any Exchange Date (or one of the periods described in the third immediately succeeding set of parentheses, as the case may be), the Company elects to settle all or a portion of its Exchange Obligation in excess of the principal portion of the Notes being exchanged in cash in respect of such Exchange Date (or such period, as the case may be), the Company shall inform exchanging Holders through written notice to the Exchange Agent and the Trustee of such election (the “Settlement Notice”) 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 occurring (x) after the date of issuance of a Redemption Notice with respect to the Notes and prior to the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date, in such Redemption Notice, (y) during the period from, and including, July 1, 2020 to the close of business on the Business Day immediately preceding October 1, 2020, no later than July 1, 2020 or (z) on or after July 1, 2035, no later than July 1, 2035) and the Company shall indicate in such Settlement Notice the percentage of each share of Common Stock deliverable upon exchange in excess of the principal portion of the Notes being exchanged that will be paid in cash (the “Cash Percentage”). If the Company does not elect a Cash Percentage prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect a Cash Percentage and the Company shall settle its Exchange Obligation by paying cash in an amount not exceeding the principal amount of the exchanged Notes and delivering shares of Common Stock in respect of the remainder, if any, of its Exchange Obligation in excess of the aggregate principal portion of the Notes being exchanged as set forth herein. (ii) The Daily Settlement Amounts (if applicable), the Daily Net 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, the Daily Net 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 Agent (if other than the Trustee) of the Daily Settlement Amounts, the Daily Net 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 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 procedures of the Depositary in effect at that time and, 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 (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 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). 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 Repurchase Notice or Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Repurchase Notice or Fundamental Change Repurchase Notice in accordance with Section 15.03. 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 the close of business on the date (the “Exchange Date”) that the Holder has complied with the requirements set forth in subsection (b) above. If any shares of Common Stock are due to exchanging Holders, the Company shall issue or cause to be issued, and deliver to the Exchange Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be 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 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 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. Upon an exchange of Notes, 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, 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; provided that no such payment shall be required (1) for exchanges following the Regular Record Date immediately preceding the Maturity Date; (2) for exchanges following the Regular Record Date immediately preceding October 1, 2020; (3) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; (4) 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 (5) to the extent of any Defaulted Amounts, if any Defaulted Amounts 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, all Holders of record on the Regular Record Date immediately preceding October 1, 2020 and, if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date, all Holders of record on such Regular Record Date shall receive the full interest payment due on the Maturity Date, October 1, 2020 or such Interest Payment Date on Notes called for redemption, respectively, regardless of whether their Notes have been exchanged following such Regular Record Date, and such Holders need not make any equivalent interest payments upon exchange of their Notes. (i) The Person in whose name the certificate for any shares of Common Stock delivered upon exchange is registered shall be treated as a stockholder of record as of the close of business on the last Trading Day of the related Observation Period. Upon an exchange of Notes, such Person shall no longer be a Holder of such Notes surrendered for 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 deliverable upon exchange based on the Last Reported Sale Price on the Last Trading Day of the applicable Observation Period. For each Note surrendered for exchange, the full number of shares that shall be issued 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) Except as provided in Subject to this Section 14.02, Section 14.03(b) and Section 14.07(a), upon exchange of any Note, on the third Business Day immediately following the last Trading Day of the relevant Observation Period, the Company shall pay or delivercause to be delivered, as the case may be, to the exchanging Holder, in respect of each $1,000 principal amount of Notes being exchanged, a cash (“Settlement Amount” equal to the sum of the Daily Settlement Amounts for each of the 10 Trading Days during the relevant Observation Period for such NoteCash Settlement”), ADSs, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock ADS deliverable upon exchange in accordance with subsection (j) of this Section 14.02 (“Physical Settlement”) or a combination of cash and ADSs, together with cash, if applicable, in lieu of any fractional ADS deliverable upon exchange 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 occurring for which the relevant Exchange Date occurs on or after July August 1, 2035 or during the period from, and including, July 1, 2020 to the close of business on the Business Day immediately preceding October 1, 20202022, and all exchanges occurring 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 close of business on the second Scheduled Trading Business Day immediately preceding the related Redemption Date, shall be settled using the same forms and amounts of consideration. Settlement Method. (ii) Except for any exchanges that occur 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 close of business on the second Scheduled Trading Business Day immediately preceding the related Redemption Date, any exchanges occurring during the period from, and including, July 1, 2020 to the close of business on the Business Day immediately preceding October 1, 2020 and any exchanges that occur for which the relevant Exchange Date occurs on or after July August 1, 20352022, the Company shall use the same forms and amounts of consideration Settlement Method for all exchanges occurring on with the same Exchange Date, but the Company shall not have any obligation to use the same forms and amounts Settlement Method with respect to exchanges that occur on with different Exchange Dates. . (iii) If, in respect of any Exchange Date (or one of the periods described in the third immediately succeeding set of parentheses, as the case may be), the Company elects to settle all or deliver a portion of its Exchange Obligation in excess notice (the “Settlement Notice”) of the principal portion of the Notes being exchanged in cash relevant Settlement Method in respect of such Exchange Date (or such period, as the case may be), the Company Company, through the Trustee, shall inform deliver such Settlement Notice to exchanging Holders through written notice to the Exchange Agent and the Trustee of such election (the “Settlement Notice”) no later than the close of business on the second Trading Day immediately following the related relevant Exchange Date (or, in the case of any exchanges occurring 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 close of business on the second Scheduled Trading Business Day immediately preceding the related Redemption Date, in such Redemption Notice, Notice or (y) during the period from, and including, July on or after August 1, 2020 to the close of business on the Business Day immediately preceding October 1, 20202022, no later than July August 1, 2020 or (z) on or after July 1, 2035, no later than July 1, 2035) and the Company shall indicate in such Settlement Notice the percentage of each share of Common Stock deliverable upon exchange in excess of the principal portion of the Notes being exchanged that will be paid in cash (the “Cash Percentage”2022). If the Company does not elect a Cash Percentage Settlement Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect a Cash Percentage Settlement or Physical Settlement and the Company shall settle 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 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. (iv) The cash, ADSs or combination of cash and ADSs in respect of any exchange of Notes (the “Settlement Amount”) shall be computed as follows: (A) if the Company elects to satisfy its Exchange Obligation in respect of such exchange by paying Physical Settlement, the Company shall cause to be delivered to the exchanging Holder in respect of each $1,000 principal amount of Notes being exchanged a number of ADSs equal to the Exchange Rate in effect on the Exchange Date; (B) if the Company elects 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 not exceeding equal to the principal amount sum of the exchanged Notes and delivering shares of Common Stock in respect Daily Exchange Values for each of the remainder, 85 consecutive Trading Days during the related Observation Period; and (C) if any, of the Company elects (or is deemed to have elected) to satisfy its Exchange Obligation in excess respect of such exchange by Combination Settlement, the Company shall pay or cause to be delivered, 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 aggregate principal portion Daily Settlement Amounts for each of the Notes being exchanged as set forth herein85 consecutive Trading Days during the related Observation Period. (iiv) The Daily Settlement Amounts (if applicable), the Daily Net 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 AmountsAmounts or the Daily Exchange Values, as the case may be, and the amount of cash payable in lieu of any fractional ADS deliverable upon exchange, the Company shall notify the Trustee and the Exchange Agent (if other than the Trustee) of the Daily Net 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 Agent (if other than the Trustee) of the Daily Settlement Amounts, the Daily Net 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 StockADSs deliverable upon exchange. 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 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 procedures of the Depositary in effect at that time and, 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 (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 ADSs 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 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). 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 Repurchase Notice or Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Repurchase Notice or Fundamental Change Repurchase Notice in accordance with Section 15.03. 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 the close of business on the date (the “Exchange Date”) that the Holder has complied with the requirements set forth in subsection (b) above. If any shares of Common Stock are due to exchanging HoldersExcept as set forth in ‎Section 14.03(b) and Section 14.07(a), the Company shall issue pay or cause to be delivered, as the case may be, the consideration due in respect of the Exchange Obligation on the third Business Day immediately following the relevant Exchange Date, if the Company elects Physical Settlement, or on the third Business Day immediately following the last Trading Day of the Observation Period, in the case of any other Settlement Method. If any ADSs are due to an exchanging Holder, the Company shall cause to be issued, and deliver or cause to be delivered (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 for the full number of shares of Common Stock ADSs to which such Holder shall be entitled entitled, in book-entry format through the Depositary, 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 U.S. 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 ADSs upon exchange (or the issuance of Common Stock upon exchangethe underlying Ordinary Shares), unless the tax is due because the Holder requests such shares ADSs (or such Ordinary 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 ADSs (or the Ordinary Shares) 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. The Company shall pay (or cause to be paid) the ADS Depositary’s fees for issuance of the ADSs. (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued ADSs 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 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 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. Upon an exchange of NotesNotes for a combination of cash and ADSs, 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, 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; provided that no such payment shall be required (1) for exchanges following the Regular Record Date immediately preceding the Maturity Date; (2) for exchanges following the Regular Record Date immediately preceding October 1, 2020; (3) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; (43) 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 (54) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists 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, all Holders of record on the Regular Record Date immediately preceding October 1, 2020 and, if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date, all Holders of record on such Regular Record Date shall receive the full interest payment due on the Maturity Date, October 1, 2020 or such Interest Payment Date on Notes called for redemption, respectively, in cash regardless of whether their Notes have been exchanged following such Regular Record Date, and such Holders need not make any equivalent interest payments upon exchange of their Notes. (i) The Person in whose name the certificate for any shares of Common Stock delivered ADSs shall be deliverable upon exchange is registered shall be treated as a stockholder holder of record of such ADSs, for purposes of dividends and distributions in respect of such ADSs, as of the close of business on the relevant Exchange Date (if the Company elects to satisfy the related Exchange Obligation by Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Observation PeriodExchange 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. (j) The Company shall not issue cause to be delivered any fractional share of Common Stock ADS upon exchange of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock ADS deliverable upon exchange based on the Last Reported Sale Price Daily VWAP for the relevant Exchange Date (in the case of Physical Settlement) or based on the Last Daily VWAP for the last Trading Day of the applicable relevant Observation PeriodPeriod (in the case of Combination Settlement). For each Note surrendered for exchange, if the Company has elected Combination Settlement, the full number of shares ADSs that shall be issued 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 ADSs remaining after such computation shall be paid in cash.

Exchange Procedure; Settlement Upon Exchange. (a) Except as provided in Section 14.03(b9.03(b) and Section 14.07(a9.07(a), upon exchange of any Note, on the third Business Day immediately following the last Trading Day of the relevant Observation Period, the Company shall will pay or deliver, as the case may be, to the exchanging Holdercash (“Cash Settlement”), in respect shares 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 10 Trading Days during the relevant Observation Period for such NoteCommon Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.029.02 (“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 9.02 (“Combination Settlement”), at the Company’s election, as the case may be, as provided below; provided, however, that, notwithstanding anything to the contrary in the Indenture, Cash Settlement will apply to any exchange of Notes with an Exchange Date that occurs before the Share Reservation Date. For the avoidance of doubt, in accordance with the provisions of this Section 9.02, the Company may elect Cash Settlement, Physical Settlement or Combination Settlement to apply to any exchange of Notes with an Exchange Date that occurs on or after the Share Reservation Date. (i) All exchanges with an Exchange Date occurring on or after July March 1, 2035 or during the period from, and including, July 1, 2020 to the close of business on the Business Day immediately preceding October 1, 2020, and all exchanges occurring after the Company’s issuance of a Redemption Notice with respect to the Notes and prior to the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date, shall 2023 will be settled using the same forms and amounts of considerationSettlement Method. Except for any exchanges that occur after the Company’s issuance of a Redemption Notice with respect Prior to the Notes but prior to the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date, any exchanges occurring during the period from, and including, July March 1, 2020 to the close of business on the Business Day immediately preceding October 1, 2020 and any exchanges that occur on or after July 1, 20352023, the Company shall will use the same forms and amounts of consideration Settlement Method for all exchanges occurring on the same Exchange Date, but the Company shall will not have any obligation to use the same forms and amounts Settlement Method with respect to exchanges that occur on different Exchange DatesDates occurring on or after the Share Reservation Date. IfNotwithstanding anything to the contrary set forth above, but subject to the proviso to the first sentence of Section 9.02(a), (A) if the Company calls the Notes for Redemption, then (i) the Company will specify in respect of any the related Redemption Notice the Settlement Method that will apply to all exchanges with an Exchange Date that occurs on or after the date the Company sends such Redemption Notice and before the related Redemption Date; and (ii) if the related Redemption Date is on or one of after March 1, 2023, then such Settlement Method must be the periods described in same Settlement Method that applies to all exchanges with an Exchange Date that occurs on or after March 1, 2023; and (B) if the third immediately succeeding set of parenthesesCompany delivers a Physical Settlement Upon Certain Distributions Notice, as then the case may be)Company will settle all exchanges with an Exchange Date occurring during the period covered by such notice by Physical Settlement. If the Company elects a Settlement Method, the Company elects to settle all or a portion of its Exchange Obligation in excess of the principal portion of the Notes being exchanged in cash in respect of such Exchange Date (or such period, as the case may be), the Company shall will inform exchanging Holders in writing, through written notice to the Exchange Agent and the Trustee upon its receipt of a written instruction from the Company to send such election notification, of the Settlement Method it has selected (the “Settlement Notice”) no later than the close of business on the second Trading Day immediately following the related Exchange Date (or, (i) in the Redemption Notice, if applicable, (ii) in the Physical Settlement upon Certain Distributions Notice, if applicable or (iii) in the case of any exchanges with an Exchange Date occurring (x) on or after the date of issuance of a Redemption Notice with respect to the Notes and prior to the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date, in such Redemption Notice, (y) during the period from, and including, July March 1, 2020 to 2023, no later than the close of business on the Business Day immediately preceding October March 1, 2020, no later than July 1, 2020 or (z) on or after July 1, 2035, no later than July 1, 2035) and the Company shall indicate in such Settlement Notice the percentage of each share of Common Stock deliverable upon exchange in excess of the principal portion of the Notes being exchanged that will be paid in cash (the “Cash Percentage”2023). If the Company does not so elect a Cash Percentage Settlement Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer will be deemed to have elected the right Default Settlement Method (and such failure to affirmatively elect a Cash Percentage and Settlement Method will not constitute a Default or an Event of Default). If the Company shall settle its Exchange Obligation by paying cash in an amount elects Combination Settlement, but does not exceeding concurrently notify exchanging Holders of the Specified Dollar Amount per $1,000 principal amount of the exchanged Notes Notes, such Specified Dollar Amount will be deemed to be $1,000. (ii) The cash, shares of Common Stock or combination of cash and delivering shares of Common Stock in respect of any exchange of Notes (the remainder“Settlement Amount”) will be computed as follows: (A) If Physical Settlement applies, if anythe Company will deliver to exchanging Holders, in respect of its Exchange Obligation in excess each $1,000 principal amount of Notes being exchanged, a number of shares of the aggregate Company’s Common Stock equal to the Exchange Rate in effect on the relevant Exchange Date, subject to Section 9.02(j); (B) If Cash Settlement applies, the Company will pay to exchanging Holders, in respect of each $1,000 principal portion 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 in the relevant Observation Period; and (C) If Combination Settlement applies, the Company will pay or deliver, as the case may be, to exchanging Holders, in respect of each $1,000 principal amount of Notes being exchanged as set forth hereinexchanged, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Days in the relevant Observation Period, subject to Section 9.02(j). (iiiii) The Daily Settlement Amounts (if applicable), the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Values (if applicable) shall will be determined by the Company promptly following the last day of the applicable Observation Period. Promptly after such determination of the Daily Settlement Amounts, the Daily Net 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 Stockshare, the Company shall will notify the Trustee and the Exchange Agent (if other than the Trustee) in writing of the Daily Settlement Amounts, the Daily Net Settlement Amounts or the Daily Exchange Values, as the case may be, Amount 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 will have no responsibility for any such determination. (b) Subject to Section 14.02(e9.02(e), before any Holder of a Note shall be entitled to exchange a Note as set forth above, such the Holder shall thereof will be required to: (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, 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(h9.02(h) and, if required, pay all transfer and similar taxes, if any, as provided in Sections 9.02(d) or (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 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 NotesNote, 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, (4) if required, pay all transfer or similar taxes, if any, and (45) 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(h9.02(h). The Trustee (and and, if different, the Exchange Agent) shall will notify the Company of any exchange pursuant to this Article 14 IX 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 Repurchase Notice or Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Repurchase Notice or Fundamental Change Repurchase Notice in accordance with Section 15.0310.02. If Nothing herein will preclude any withholding of tax required by law. Subject to any applicable rules of the Depositary, if more than one Note shall be is surrendered for exchange at one time by the same Holder, the Exchange Obligation with respect to such Notes shall will 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 will 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 (b) aboveabove to exchange such Note. Subject to Sections 9.03 and 9.07, the Company will pay or deliver, as the case may be, the consideration due in respect of the Exchange Obligation on the second Business Day immediately following the relevant Exchange Date, if Physical Settlement applies, or on the second Business Day immediately following the last Trading Day of the Observation Period, in the case of any other Settlement Method; provided that, for any Exchange Date on or after August 15, 2023 for which Physical Settlement is applicable, settlement will occur on the Maturity Date. If any shares of Common Stock are due to exchanging Holders, the Company shall issue or will cause to be issued, and deliver to the Exchange Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be is entitled in satisfaction of the Company’s Exchange Obligation. (d) In case any Physical Note shall is be surrendered for partial exchange, the Company shall will execute and the Trustee shall will 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 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, but with payment of a sum sufficient to cover any documentary, stamp transfer tax or similar issue governmental charge required by law or transfer tax 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 will 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 will 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 14.049.04, no adjustment shall will be made for dividends on any shares of Common Stock issued upon the exchange of any Note as provided in this Article 14IX. (g) Upon the exchange of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall will make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall will 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 will 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 will 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 includingexcluding, the relevant Exchange Date. As a result, accrued and unpaid interest, if any, to, but not includingexcluding, the relevant such Exchange Date shall will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon an exchange of NotesNotes into a combination of cash and shares of the Company’s 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, Holders of such Notes as of the close of business on such Regular Record Date will receive receive, on or before the next Interest Payment Date, the full amount of interest payable on such Notes on the corresponding such 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 payable, on such Interest Payment Date, on the Notes so exchanged; provided that no such payment shall will be required (1) for exchanges following the Regular Record Date immediately preceding the Maturity Date; (2) for exchanges following the Regular Record Date immediately preceding October 1, 2020; (3) if the Company has specified a Redemption Date that is after a Regular regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; (43) 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 (54) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of exchange with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record Notes on the Regular Record Date immediately preceding the Maturity Date, all Holders of record on the Regular Record Date immediately preceding October 1, 2020 and, if the Company has specified a or any Redemption Date that is after a Regular Record or Fundamental Change Repurchase Date and on described in clause (2) or prior to the Business Day immediately following the corresponding Interest Payment Date(3) above, all Holders of record on such Regular Record Date shall will receive the full interest payment due on the Maturity Date, October 1, 2020 Date or such other applicable Interest Payment Date on Notes called for redemption, respectivelyDate, regardless of whether their Notes have been exchanged following such Regular Record Date, and such Holders need not make any equivalent interest payments upon exchange of their Notes. (i) The Person in whose name the certificate for any shares of Common Stock delivered upon exchange is registered shall will 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 related relevant Observation PeriodPeriod (in the case of Combination Settlement), as the case may be, subject to Sections 9.04(c) and 9.04(e). Upon an exchange of Notes, such Person shall will no longer be a Holder of such Notes surrendered for exchange. (j) The Company shall will not issue any fractional share of Common Stock upon exchange of the Notes and shall will instead pay cash in lieu of delivering any fractional share of Common Stock deliverable issuable upon exchange based on on, in the Last Reported Sale Price case of Combination Settlement, the Daily VWAP on the Last Trading Day of the applicable Observation Period, or, in the case of Physical Settlement, based on the daily VWAP on the relevant Exchange Date. For each Note surrendered for exchange, if Combination Settlement applies, then the full number of shares that shall be issued issuable upon exchange thereof shall will be computed on the basis of the aggregate Daily Settlement Amounts for the relevant applicable Observation Period Period, and any fractional shares remaining after such computation shall will be paid in cash.

Exchange Procedure; Settlement Upon Exchange. (a) Except as provided in Section 14.03(b10.03(b) and Section 14.07(a10.07(a), upon exchange of any Note, on the third Business Day immediately following the last Trading Day of the relevant Observation Period, the Company shall pay or deliver, as the case may be, to the exchanging Holder, in respect of each $1,000 principal Principal amount of Notes being exchanged, a “Settlement Amount” equal to the sum of the Daily Settlement Amounts for each of the 10 20 Trading Days during the relevant applicable Observation Period for such Note, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.0210.02. (i) All exchanges occurring on or after July 1August 15, 2035 or during the period from, and including, July 1, 2020 to the close of business on the Business Day immediately preceding October 1, 2020, and all exchanges occurring after the Company’s issuance of a Redemption Notice with respect to the Notes and prior to the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date, 2019 shall be settled using the same forms and amounts of consideration. Except for any exchanges that occur after the Company’s issuance of a Redemption Notice with respect to the Notes but prior to the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date, any exchanges occurring during the period from, and including, July 1, 2020 to the close of business on the Business Day immediately preceding October 1, 2020 and any exchanges that occur on or after July 1August 15, 20352019, the Company shall use the same forms and amounts of consideration for all exchanges occurring on the same Exchange Date, but the Company shall not have any obligation to use the same forms and amounts with respect to exchanges that occur on different Exchange Dates. If, in respect of any Exchange Date (or one of the periods period described in the third immediately succeeding set of parentheses, as the case may be), the Company elects to settle all or a portion of its Exchange Obligation in excess of the principal Principal portion of the Notes being exchanged in cash in respect of such Exchange Date (or such period, as the case may be), the Company shall inform exchanging Holders through written notice to the Exchange Agent and the Trustee of such election (the “Settlement Notice”) 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 occurring (x) on or after the date of issuance of a Redemption Notice with respect to the Notes August 15, 2019 and prior to the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date, in such Redemption Notice, (y) during the period from, and including, July 1, 2020 to the close of business on the Business Day immediately preceding October 1, 2020the Maturity Date, no later than July 1August 15, 2020 or (z) on or after July 1, 2035, no later than July 1, 20352019) and the Company shall indicate in such Settlement Notice the percentage of each share of Common Stock deliverable upon exchange in excess of the principal Principal portion of the Notes being exchanged that will be paid in cash (the “Cash Percentage”). If the Company does not elect a Cash Percentage Settlement Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect a Cash Percentage and the Company shall settle its Exchange Obligation by paying cash in an amount not exceeding respect of the principal amount Principal portion of the exchanged Notes and delivering shares of Common Stock in respect of the remainder, if any, of its Exchange Obligation in excess of the aggregate principal Principal portion of the Notes being exchanged as set forth herein. (ii) The Daily Settlement Amounts (if applicable), the Daily Net 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, the Daily Net Settlement Amounts or the Daily Exchange Values, as the case may be, and the amount of cash payable in lieu of delivering the delivery of any fractional share of Common Stockshare, the Company shall notify the Trustee and the Exchange Agent (if other than the Trustee) of the Daily Settlement Amounts, the Daily Net Settlement Amounts or the Daily Exchange Values, as the case may be, and the amount of cash payable in lieu of delivering the delivery of 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(e10.02(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 Registered Global NoteSecurity, comply with the procedures of the Depositary in effect at that time and, 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(h10.02(h) and (ii) in the case of a Physical Note definitive Registered Security (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 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 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(h10.02(h). The Trustee (and if different, the Exchange Agent) shall notify the Company of any exchange pursuant to this Article 14 10 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 Repurchase Notice or Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Repurchase Notice or Fundamental Change Repurchase Notice in accordance with Section 15.0311.02. 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 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 (b) above. If any shares of Common Stock are due to exchanging Holders, the Company shall issue or cause to be issued, issued and deliver to the Exchange Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be 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 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 transfer tax or similar issue governmental charge required by law or transfer tax 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 14.0410.04, 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 1410. (g) Upon the exchange of an interest in a Registered Global NoteSecurity, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Registered Global Note Security as to the reduction in the principal 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 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. Upon an exchange of Notes, 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, 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; provided that no such payment shall be required (1) for exchanges following the Regular Record Date immediately preceding the Maturity Date; (2) for exchanges following the Regular Record Date immediately preceding October 1, 2020; (3) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; (4) 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 (53) to the extent of any Defaulted Amountsdefaulted interest, if any Defaulted Amounts defaulted interest 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, all Holders of record on the Regular Record Date immediately preceding October 1, 2020 and, if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date, all Holders of record on such Regular Record Date shall receive the full interest payment due on the Maturity Date, October 1, 2020 or such Interest Payment Date on Notes called for redemption, respectively, regardless of whether their Notes have been exchanged following such Regular Record Date, and such Holders need not make any equivalent interest payments upon exchange of their Notes. (i) The Person in whose name the certificate for any shares of Common Stock delivered upon exchange is registered shall be treated as a stockholder of record as of the close of business on the last Trading Day of the related Observation Period. Upon an exchange of Notes, such Person shall no longer be a Holder of such Notes surrendered for exchange. (j) The Company shall not issue deliver any fractional share shares of Common Stock upon exchange of the Notes and shall instead pay cash in lieu of delivering any fractional share shares of Common Stock deliverable upon exchange based on the Last Reported Sale Price Daily VWAP on the Last Trading Day of the applicable Observation Period. For each Note surrendered for exchange, the full number of shares of Common Stock that shall be issued delivered upon exchange thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant applicable Observation Period and any fractional shares of Common Stock remaining after such computation shall be paid in cash.