Issuance of PIK Notes; Notice of PIK Interest and Interest payable in Ordinary Shares. (i) From (and including) the Issue Date to (but excluding) the Rate Adjustment Date, on each Interest Payment Date, (x) an amount equal to the interest payable at the Relevant Cash Interest Rate as of such Interest Payment Date will be paid solely in cash, and (y) without duplication, an amount equal to the interest payable at the Relevant PIK Interest Rate as of such Interest Payment Date may be paid, at the Company’s election, (a) in cash, (b) by (x) increasing the principal amount of the outstanding Notes or (y) if, and in the limited circumstances where, the Notes are no longer held in global form, by issuing Physical Notes (the “PIK Notes”) (rounded up to the nearest $1.00) under this Indenture, having the same terms and conditions as the Notes (“PIK Interest”) (in each case, a “PIK Payment”), (c) if the Equity Payment Conditions are met, in Ordinary Shares; or (d) a combination of the forms of payment set forth in sub-clauses (a), (b) and (c) above. The value of Ordinary Shares issued to pay any interest on Physical Notes and Global Notes, if the Company elects to make payment of such interest in Ordinary Shares, will be the simple average of the Daily VWAP for the 10 consecutive Trading Days ending on, and including, the third Trading Day immediately preceding the relevant Interest Payment Date as set forth in an Officer’s Certificate and delivered to the Trustee and Paying Agent. The Company may only elect to make payment of interest in Ordinary Shares if such Ordinary Shares are not subject to restrictions on transfer under the Securities Act, whether based on an effective registration statement covering such shares or on an applicable exemption from such registration requirement for resale thereof. On and from the Rate Adjustment Date, the interest payable on an Interest Payment Date will be payable solely in cash.
