Common use of Settlement Upon Exchange Clause in Contracts

Settlement Upon Exchange. (a) In the event that the Issuer has not made a Physical Settlement Election (and, in the event that the Issuer has made a Physical Settlement Election, with respect to any exchange of Notes for which the Exchange Date falls prior to a Physical Settlement Election Date), the Issuer shall, subject to this Article 13, satisfy its obligation upon exchange (the “Exchange Obligation”) by delivering to exchanging Holders, in respect of each $1,000 principal amount of Notes being exchanged: (i) cash and Common Stock, if any, equal to the sum of the Daily Settlement Amounts for each of the 30 Exchange Settlement Trading Days during the Observation Period; and (ii) cash in lieu of any fractional shares of Common Stock as provided in Section 13.04. (b) In the event that the Issuer makes a Physical Settlement Election, then, with respect to any exchange of Notes for which the Exchange Date falls on or after the Physical Settlement Election Date, the Issuer shall, subject to the provisions of this Article 13, satisfy its Exchange Obligation by delivering to exchanging Holders, in respect of each $1,000 principal amount of Notes being exchanged: (i) a number of shares of Common Stock equal to the applicable Exchange Rate; and (ii) cash in lieu of any fractional shares of Common Stock as provided in Section 13.04. (c) The Issuer shall deliver the cash and/or shares of Common Stock deliverable to exchanging Holders pursuant to this Section 13.11 no later than the third Business Day immediately following (i) the last day of the Observation Period, in the case of settlement pursuant to Section 13.11(a) above or (ii) the applicable Exchange Date, in the case of settlement pursuant to Section 13.11(b) above; provided, however, that with respect to settlement pursuant to Section 13.11(b) above for which the Exchange Date is on or after August 15, 2014, the Issuer shall deliver shares of Common Stock on the Maturity Date. (d) Whenever any provision of this Indenture requires the Issuer to calculate Closing Sale Prices or the Daily VWAP over a span of multiple days, the Issuer shall make appropriate adjustments to account for any adjustment to the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate where the Ex-Dividend Date of the event occurs, at any time during the period over which such prices are to be calculated.

Settlement Upon Exchange. (a) In the event that the Issuer has not made a Physical Settlement Election (and, in the event that the Issuer has made a Physical Settlement Election, with respect to Upon any exchange of Notes for which the Exchange Date falls prior to a Physical Settlement Election Date)any Exchangeable Debenture, the Issuer shall, subject to this Article 13, satisfy its obligation upon exchange (the “Exchange Obligation”) by delivering Company shall deliver to exchanging Holders, in respect of each $1,000 principal amount of Notes Exchangeable Debentures being exchanged, at the Company’s election, in full satisfaction of the Company’s Exchange Obligation, (1) shares of Host REIT Common Stock, together with cash in lieu of fractional shares, if any (a “Physical Settlement”), (2) a cash payment without any delivery of shares of Host REIT Common Stock (a “Cash Settlement”) or (3) a combination of cash and shares of Host REIT Common Stock, together with cash in lieu of fractional shares, if any (a “Combination Settlement”), in each case, as set forth below (the amounts so deliverable upon exchange of the Exchangeable Debentures, the “Exchange Obligation”): For exchanges: (i) cash and Common Stockthat occur prior to the date that is 15 Business Days prior to the Maturity Date, by the close of business on the Business Day following the Exchange Date, the Company shall notify exchanging Holders of the relevant Settlement Method and, if anythe Company elects a Combination Settlement, the dollar amount of the Exchange Obligation (the “Specified Dollar Amount”) that will be settled in cash; (ii) that occur on or after the date that is 15 Business Days prior to the Maturity Date, the Company shall notify all Holders of the relevant Settlement Method and, if applicable, the related Specified Dollar Amount, by notice on or prior to the date that is 15 Business Days prior to the Maturity Date (which shall apply to all exchanges on or following the date that is 15 Business Days prior to the Maturity Date). If the Company does not specify a Settlement Method as set forth above, then Combination Settlement shall apply, and the related Specified Dollar Amount used in the settlement calculation set forth in paragraph (d) below will be $1,000. Any such notice of a Settlement Method may not be revoked. (b) If the Company has elected a Physical Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, a number of shares of Host REIT Common Stock equal to the Exchange Rate, together with cash in lieu of fractional shares, on the third Business Day following the Exchange Date. (c) If the Company has elected a Cash Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, a cash payment equal to the sum of the Daily Exchange Values for each Trading Day during the relevant Applicable Exchange Period. The Company shall make such payment on the third Business Day following the last day of the Applicable Exchange Period. (d) If the Company has elected or is deemed to have elected a Combination Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, the sum of the Daily Settlement Amounts for each Trading Day during the relevant Applicable Exchange Period. The “Daily Settlement Amount” for each Trading Day during the Applicable Exchange Period shall consist of: (i) cash in an amount equal to the lesser of (i) 1/10 of the 30 Specified Dollar Amount specified by the Company in the notice regarding the chosen Settlement Method (the “Daily Specified Dollar Amount”) and (ii) the Daily Exchange Settlement Value on such Trading Days during the Observation PeriodDay; and (ii) if the Daily Exchange Value on such Trading Day exceeds the Daily Specified Dollar Amount, a number of shares of Host REIT Common Stock (together with cash in lieu of any fractional shares) equal to (i) the difference between such Daily Exchange Value and the Daily Specified Dollar Amount, divided by (ii) the Daily VWAP on such Trading Day. The Company shall deliver such cash and shares of Host REIT Common Stock as provided in Section 13.04on the third Business Day following the last day of the Applicable Exchange Period. (be) In Upon exchange of any Exchangeable Debentures, Holders shall not receive any separate cash payment for accrued and unpaid interest, except to the event extent specified below. The Company’s delivery to the Holder of Host REIT Common Stock, cash or a combination of cash and Host REIT Common Stock, as applicable, together with any cash payment for any fractional share of Host REIT Common Stock, into which a Exchangeable Debenture is exchangeable shall be deemed to satisfy in full the Company’s obligation to pay (i) the principal amount of the Exchangeable Debentures so exchanged and (ii) accrued and unpaid interest to, but not including, the Exchange Date. As a result, accrued and unpaid interest to, but not including, the Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Exchangeable Debentures surrendered for exchange during the period from the close of business on any 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 Exchangeable Debentures so exchanged; provided that no such payment need be made (i) for exchanges following the Issuer makes Record Date immediately preceding the Maturity Date, (ii) if the Company has specified a Physical Settlement ElectionDesignated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date, thenor (iii) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to any such Exchangeable Debenture. (f) The Company shall not issue fractional shares of Host REIT Common Stock upon exchange of Notes Exchangeable Debentures. If multiple Exchangeable Debentures shall be surrendered for which exchange at one time by the Exchange Date falls on or after the Physical Settlement Election Datesame Holder, the Issuer shall, subject to number of full shares of Host REIT Common Stock which shall be issuable upon exchange shall be computed on the provisions basis of this Article 13, satisfy its Exchange Obligation by delivering to exchanging Holders, in respect of each $1,000 the aggregate principal amount of Notes being exchangedthe Exchangeable Debentures (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Host REIT Common Stock would be issuable upon the exchange of any Exchangeable Debentures, the Company shall make payment therefor in cash in lieu of fractional shares of Host REIT Common Stock based on: (i) a number if Physical Settlement applies, on the last reported sale price of shares of Host REIT Common Stock equal to on the applicable relevant Exchange Rate; Date, and (ii) cash in lieu of any fractional shares of Common Stock as provided in Section 13.04. (c) The Issuer shall deliver the cash and/or shares of Common Stock deliverable to exchanging Holders pursuant to this Section 13.11 no later than the third Business Day immediately following (i) the last day of the Observation Period, in the case of settlement pursuant to Section 13.11(a) above or (ii) the applicable Exchange Date, in the case of settlement pursuant to Section 13.11(b) above; provided, however, that with respect to settlement pursuant to Section 13.11(b) above for which the Exchange Date is on or after August 15, 2014if Combination Settlement applies, the Issuer shall deliver shares Daily VWAP of Host REIT Common Stock on the Maturity Datefinal Trading Day of the Applicable Exchange Period. (dg) Whenever any provision Solely for purposes of determining the payments and deliveries due upon exchange under this Indenture requires the Issuer to calculate Closing Sale Prices or the Daily VWAP over a span of multiple days, the Issuer shall make appropriate adjustments to account Section 6.10 and for any adjustment to the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate where the Ex-Dividend Date purposes of the event occurs, at any time during the period over which such prices are to be calculated.definitions of “Applicable Exchange Period,” “Daily Exchange Value,” “Daily VWAP” and “Scheduled Trading Day,”

Settlement Upon Exchange. (a) In the event that the Issuer has not made a Physical Settlement Election (and, in the event that the Issuer has made a Physical Settlement Election, with respect to any exchange of Notes for which the Exchange Date falls prior to a Physical Settlement Election Date), the Issuer shall, subject to this Article 13, satisfy its obligation upon exchange (the “Exchange Obligation”) by delivering to exchanging Holders, in respect of each $1,000 principal amount of Notes being exchanged: (i) cash and Common Stock, if any, equal to the sum of the Daily Settlement Amounts for each of the 30 50 Exchange Settlement Trading Days during the Observation Period; and (ii) cash in lieu of any fractional shares of Common Stock as provided in Section 13.04. (b) In the event that the Issuer makes a Physical Settlement Election, then, with respect to any exchange of Notes for which the Exchange Date falls on or after the Physical Settlement Election Date, the Issuer shall, subject to the provisions of this Article 13, satisfy its Exchange Obligation by delivering to exchanging Holders, in respect of each $1,000 principal amount of Notes being exchanged: (i) a number of shares of Common Stock equal to the applicable Exchange Rate; and (ii) cash in lieu of any fractional shares of Common Stock as provided in Section 13.04. (c) The Issuer shall deliver the cash and/or shares of Common Stock deliverable to exchanging Holders pursuant to this Section 13.11 no later than the third Business Day immediately following (i) the last day of the Observation Period, in the case of settlement pursuant to Section 13.11(a) above or (ii) the applicable Exchange Date, in the case of settlement pursuant to Section 13.11(b) above; provided, however, that with respect to settlement pursuant to Section 13.11(b) above for which the Exchange Date is on or after August November 15, 20142011, the Issuer shall deliver shares of Common Stock on the Maturity Date. (d) Notwithstanding the foregoing, any Notes surrendered for exchange in connection with a Designated Event shall be settled as follows: (i) If the last Exchange Settlement Trading Day of the applicable Observation Period (or, following a Physical Settlement Election, the Exchange Date) related to Notes surrendered for exchange in connection with the Designated Event is prior to the third Exchange Settlement Scheduled Trading Day preceding the effective date of the Designated Event, the Issuer shall settle such exchange by delivering the amount of cash and/or shares of Common Stock, if any, based on the applicable Exchange Rate in effect (or, following a Physical Settlement Election, a number of shares of Common Stock equal to the Exchange Rate for each $1,000 principal amount of Notes), in each case without regard to the Additional Designated Event Shares, on the date provided in Section 13.11(c) (or, following a Physical Settlement Election, on the third Trading Day immediately following the Exchange Date or the Maturity Date in respect of Notes surrendered for exchange on or after November 15, 2011. In addition, as soon as practicable following the effective date of the Designated Event (or, following a Physical Settlement Election, the Maturity Date in respect of Notes surrendered for exchange on or after November 15, 2011), the Issuer shall deliver the increase in such amount of cash, shares of Common Stock, or Reference Property deliverable in lieu of shares Common Stock, as applicable, as if the applicable Exchange Rate had been increased by such number of Additional Designated Event Shares during the Observation Period related to the original exchange of the Notes and based upon the related Daily VWAP during such Observation Period (or, following a Physical Settlement Election, on the applicable Exchange Date). If, prior to a Physical Settlement Election, such increased amount results in an increase to the amount of cash to be paid to Holders, the Issuer shall pay such increase in cash, and if such increased amount results in an increase to the number of shares of Common Stock, the Issuer shall deliver such increase by delivering Common Stock or Reference Property based on such increased number of shares of Common Stock. (ii) If the last Exchange Settlement Trading Day of the applicable Observation Period (or, following a Physical Settlement Election, the Exchange Date) related to Notes surrendered for exchange is on or following the third Scheduled Exchange Settlement Trading Day preceding the effective date of the Designated Event, the Issuer shall settle such exchange based on the applicable Exchange Rate as increased by the Additional Designated Event Shares on the date provided in Section 13.11(c). (e) Whenever any provision of this Indenture requires the Issuer to calculate calculation of an average of Closing Sale Prices or the Daily VWAP over a span of multiple days, the Issuer shall make appropriate adjustments to account for any adjustment to the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate where the Ex-Dividend Date of the event occurs, at any time during the period over from which such prices are the average is to be calculated.

Settlement Upon Exchange. (a) In the event that the Issuer has not made a Physical Settlement Election (and, in the event that the Issuer has made a Physical Settlement Election, with respect to any Upon exchange of Notes for which the Exchange Date falls prior any Notes, subject to a Physical Settlement Election Date)Sections 13.01, 13.02 and this Section 13.09, the Issuer shall, subject to this Article 13, shall satisfy its obligation upon exchange (the “Exchange Obligation”) by delivering payment and delivery of cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Issuer’s option in accordance with this Section 13.09. The Issuer shall inform the Holders through the Trustee of the method it chooses to satisfy its Exchange Obligation upon exchange no later than the second Trading Day immediately following receipt by the Issuer of an Exchange Notice; provided that the Issuer shall be required to settle all exchanges with an Exchange Date occurring on or after November 1, 2011 in the same manner, and on or before November 1, 2011, the Issuer shall notify Holders through the Trustee of the manner of settlement of all exchanges with an Exchange Date occurring on or after November 1, 2011. If the Issuer does not give any notice, as described in the immediately preceding paragraph, as to how it will settle its Exchange Obligation, the Issuer shall satisfy its Exchange Obligation in cash and shares of Common Stock in accordance Section 13.09(c). The Issuer shall treat all Holders exchanging Holderson the same day in the same manner. The Issuer shall not, however, have any obligation to settle its Exchange Obligations arising on different days in the same manner, except for exchanges with an Exchange Date occurring on or after November 1, 2011. The Issuer shall settle all Exchange Obligations with an Exchange Date occurring on or after November 1, 2011 in the same manner. (a) If the Issuer elects to satisfy its Exchange Obligation solely in shares of Common Stock, the Issuer shall deliver to an exchanging Holder a number of shares of Common Stock equal to (i) the aggregate principal amount of Notes to be exchanged divided by, $1,000, multiplied by (ii) the applicable Exchange Rate (which will include any increases to reflect any additional shares which you may be entitled to receive as described in Section 13.05 and Section 13.10). The Issuer shall deliver such shares of Common Stock as soon as practicable after the Issuer has informed Holders that the Issuer has elected to satisfy its Exchange Obligations entirely in shares of Common Stock, but in any event within three Trading Days of the relevant Exchange Date. (b) If the Issuer does not elect otherwise, upon an exchange of Notes, the Issuer shall deliver to Holders in respect of each $1,000 principal amount of Notes being exchanged: (i) , cash and shares of Common Stock, if any, equal to the sum of the Daily Settlement Amounts for each of the 30 Exchange Settlement 40 Trading Days during the related Applicable Observation Period; and (ii) . The Issuer shall deliver such sum of the Daily Settlement Amounts to exchanging Holders on or prior to the third Business Day immediately following the last Trading Day of the Applicable Observation Period, and the Issuer shall deliver cash in lieu of any fractional shares of Common Stock as provided in Section 13.04. (b) In the event that the Issuer makes a Physical Settlement Election, then, with respect to any exchange of Notes for which the Exchange Date falls on or after the Physical Settlement Election Date, the Issuer shall, subject to the provisions of this Article 13, satisfy its Exchange Obligation by delivering to exchanging Holders, in respect of each $1,000 principal amount of Notes being exchanged: (i) a number of shares of Common Stock equal to the applicable Exchange Rate; and (ii) cash in lieu of any fractional shares of Common Stock as provided in Section 13.04. (c) The Issuer shall deliver the cash and/or shares share of Common Stock deliverable to exchanging Holders pursuant to this Section 13.11 no later than the third Business Day immediately following (i) the last day in connection with payment of the Observation Period, in sum of the case of settlement pursuant to Section 13.11(a) above or Daily Settlement Amounts (ii) based on the applicable Exchange Date, in the case of settlement pursuant to Section 13.11(b) above; provided, however, that with respect to settlement pursuant to Section 13.11(b) above for which the Exchange Date is on or after August 15, 2014, the Issuer shall deliver shares Closing Sale Price of Common Stock on the Maturity Date. (d) Whenever any provision of this Indenture requires the Issuer to calculate Closing Sale Prices or the Daily VWAP over a span of multiple days, the Issuer shall make appropriate adjustments to account for any adjustment to the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate where the Ex-Dividend Date last Trading Day of the event occurs, at any time during the period over which such prices are to be calculatedApplicable Observation Period).

Settlement Upon Exchange. (a) In the event that the Issuer has not made a Physical Settlement Election (andSubject to this Section 4.03, in the event that the Issuer has made a Physical Settlement ElectionSection 4.06(b) and Section 4.07(a), with respect to any upon exchange of Notes for which any Security, on the Exchange Date falls prior to a Physical Settlement Election Date)second Business Day immediately following the last VWAP Trading Day of the relevant Observation Period, the Issuer shall, subject to this Article 13, Company shall satisfy its exchange obligation upon exchange (by paying or delivering, as the “Exchange Obligation”) by delivering case may be, to the exchanging HoldersHolder, in respect of each $1,000 principal amount of Notes Securities being exchanged: (i) cash and Common Stock, if any, a “Settlement Amount” equal to the sum of the Daily Settlement Amounts for each of the 30 Exchange Settlement consecutive VWAP Trading Days during the relevant Observation Period for such Security, together with cash, if applicable, in lieu of delivering any fractional Common Share in accordance with Section 4.03(b). (1) All exchanges for which the relevant Exchange Date occurs on or after March 1, 2029 shall be settled using the same forms and amounts of consideration. Except for any exchanges for which the relevant Exchange Date occurs on or after March 1, 2029, the Company will use the same forms and amounts of consideration for all exchanges with the same Exchange Date, but the Company will not have any obligation to use the same Settlement Method with respect to exchanges with different Exchange Dates. (2) If, in respect of any Exchange Date (or any exchanges for which the relevant Exchange Date occurs on or after March 1, 2029), the Company elects to settle all or a portion of its exchange obligation in excess of the principal portion of the Securities 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 (and upon a written request to) the Trustee of such election (the “Settlement Notice”) no later than the close of business on the VWAP Trading Day immediately following the relevant Exchange Date (or, in the case of any exchanges of Securities for which the relevant Exchange Date occurs on or after March 1, 2029, no later than March 1, 2029) and the Company shall indicate in such Settlement Notice the percentage of the exchange obligation in excess of the principal portion of the Securities being exchanged that shall 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 with respect to any exchange on such Exchange Date or during such period, and the Company shall be deemed to have elected a Cash Percentage of 0% with respect to such exchange. In no event shall the Company’s failure to make a timely election of the Cash Percentage constitute an Event of Default under this Indenture. (3) The Daily Settlement Amounts, the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Values shall be determined by the Company promptly following the last VWAP Trading Day of the related Observation Period; . Promptly after such determination of the Daily Settlement Amounts, the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Values, as the case may be, and (ii) , if applicable, the amount of cash payable in lieu of any fractional shares of Common Stock as provided in Section 13.04. (b) In Share, the event that Company shall notify the Issuer makes a Physical Settlement Election, then, with respect to any exchange of Notes for which Trustee and the Exchange Date falls on or after Agent (if other than the Physical Trustee) of the Daily Settlement Election DateAmount , the Issuer shallDaily Net Settlement Amounts (if applicable) and the Daily Exchange Values, subject to as the provisions of this Article 13case may be, satisfy its Exchange Obligation by delivering to exchanging Holdersand, in respect of each $1,000 principal if applicable, the amount of Notes being exchanged: (i) a number of shares of Common Stock equal to the applicable Exchange Rate; and (ii) cash payable in lieu of any fractional shares of Common Stock as provided in Section 13.04. Shares. The Trustee and the Exchange Agent (c) The Issuer shall deliver the cash and/or shares of Common Stock deliverable to exchanging Holders pursuant to this Section 13.11 no later if other than the third Business Day immediately following (iTrustee) the last day of the Observation Period, in the case of settlement pursuant to Section 13.11(a) above or (ii) the applicable Exchange Date, in the case of settlement pursuant to Section 13.11(b) above; provided, however, that with respect to settlement pursuant to Section 13.11(b) above for which the Exchange Date is on or after August 15, 2014, the Issuer shall deliver shares of Common Stock on the Maturity Date. (d) Whenever any provision of this Indenture requires the Issuer to calculate Closing Sale Prices or the Daily VWAP over a span of multiple days, the Issuer shall make appropriate adjustments to account have no responsibility for any adjustment to the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate where the Ex-Dividend Date of the event occurs, at any time during the period over which such prices are to be calculateddetermination.

Settlement Upon Exchange. (a) In Subject to this Section 4.03, Section 4.06(b) and Section 4.07(a), upon exchange of any Security, the event that Company shall, at its election, pay or deliver, as the Issuer has not made a Physical Settlement Election (andcase may be, to the exchanging Holder, in full satisfaction of its exchange obligation, solely cash (“Cash Settlement”), solely Common Shares, together with cash, if applicable, in lieu of delivering any fractional Common Share in accordance with Section 4.03(c) (“Physical Settlement”), or a combination of cash and Common Shares, together with cash, if applicable, in lieu of delivering any fractional Common Share in accordance with Section 4.03(c) (“Combination Settlement”), as set forth in this Section 4.03. (1) All exchanges for which the event that relevant Exchange Date occurs on or after August 1, 2024 shall be settled using the Issuer has made a Physical same Settlement ElectionMethod (including the same relative proportion of cash and/or shares of the Common Shares). Except for any exchanges for which the relevant Exchange Date occurs on or after August 1, 2024, the Company will use the same Settlement Method (including the same relative proportion of cash and/or shares of the Common Shares) for all exchanges with the same Exchange Date, but the Company will not have any obligation to use the same Settlement Method with respect to exchanges with different Exchange Dates. (2) If the Company elects a Settlement Method, the Company shall deliver notice to Holders so exchanging through the Exchange Agent of such Settlement Method the Company has selected no later than the close of business on the Trading Day immediately following the related Exchange Date (or in the case of any exchanges for which the relevant Exchange Date occurs on or after August 1, 2024, no later than August 1, 2024). If the Company does not timely elect a Settlement Method, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement with respect to that Exchange Date and the Company shall be deemed to have elected Combination Settlement in respect of its exchange obligation, and the Specified Dollar Amount per $1,000 principal amount of Securities shall be equal to $1,000. If the Company has timely elected Combination Settlement in respect of any exchange but does not timely notify the Exchange Agent of the Specified Dollar Amount per $1,000 principal amount of Securities, the Specified Dollar Amount shall be deemed to be $1,000. (3) The cash, Common Shares or combination of cash and Common Shares payable or deliverable by the Company in respect of any exchange of Notes for which the Exchange Date falls prior to a Physical Settlement Election Date), the Issuer shall, subject to this Article 13, satisfy its obligation upon exchange Securities (the “Exchange ObligationSettlement Amount”) shall be computed by delivering the Company as follows: (A) if the Company elects to satisfy its exchange obligation in respect of such exchange by Physical Settlement, the Company shall deliver to the exchanging Holders, Holder in respect of each $1,000 principal amount of Notes Securities being exchanged:exchanged a number of Common Shares equal to the Exchange Rate on the Exchange Date (plus cash in lieu of any fractional Common Share issuable upon exchange); (iB) 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 Securities being exchanged cash and Common Stockin an amount equal to the sum of the Daily Exchange Values for each of the 30 consecutive VWAP Trading Days during the related Observation Period; and (C) if the Company elects (or is deemed to have elected) to satisfy its exchange obligation in respect of such exchange by Combination Settlement, if anythe Company shall pay or deliver, as the case may be, to the exchanging Holder in respect of each $1,000 principal amount of Securities being exchanged a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 30 Exchange Settlement consecutive VWAP Trading Days during the related Observation Period; and Period (ii) plus cash in lieu of any fractional shares of Common Stock as provided in Section 13.04Share issuable upon exchange). (b) In the event that the Issuer makes a Physical Settlement Election, then, with respect to any exchange of Notes for which the Exchange Date falls on or after the Physical Settlement Election Date, the Issuer shall, subject to the provisions of this Article 13, satisfy its Exchange Obligation by delivering to exchanging Holders, in respect of each $1,000 principal amount of Notes being exchanged: (i) a number of shares of Common Stock equal to the applicable Exchange Rate; and (ii) cash in lieu of any fractional shares of Common Stock as provided in Section 13.04. (c) The Issuer shall deliver the cash and/or shares of Common Stock deliverable to exchanging Holders pursuant to this Section 13.11 no later than the third Business Day immediately following (i) the last day of the Observation Period, in the case of settlement pursuant to Section 13.11(a) above or (ii) the applicable Exchange Date, in the case of settlement pursuant to Section 13.11(b) above; provided, however, that with respect to settlement pursuant to Section 13.11(b) above for which the Exchange Date is on or after August 15, 2014, the Issuer shall deliver shares of Common Stock on the Maturity Date. (d) Whenever any provision of this Indenture requires the Issuer to calculate Closing Sale Prices or the Daily VWAP over a span of multiple days, the Issuer shall make appropriate adjustments to account for any adjustment to the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate where the Ex-Dividend Date of the event occurs, at any time during the period over which such prices are to be calculated.

Settlement Upon Exchange. (a) In the event that the Issuer has not made a Physical Settlement Election (andSubject to this Section 14.03, in the event that the Issuer has made a Physical Settlement ElectionSection 14.06(b) and Section 14.07(a), with respect to any upon exchange of Notes for which any Note, on the Exchange Date falls prior to a Physical second Trading Day immediately following the last Trading Day of the relevant Cash Settlement Election Date)Averaging Period, the Issuer shall, subject to this Article 13, Company shall satisfy its obligation upon exchange (Exchange Obligation by paying or delivering, as the “Exchange Obligation”) by delivering case may be, to the exchanging HoldersHolder, in respect of each $1,000 principal amount of Notes being exchanged: (i) cash and Common Stock, if any, a “Settlement Amount” equal to the sum of the Daily Settlement Amounts for each of the 30 Exchange Settlement 40 consecutive Trading Days during the Observation Period; and (ii) cash relevant Cash Settlement Averaging Period for such Note, together with cash, if applicable, in lieu of delivering any fractional shares Common Share in accordance with subsection (b) of Common Stock as provided in this Section 13.0414.03. (b1) In All exchanges for which the event relevant Exchange Date occurs after the issuance by the Company of a Redemption Notice but prior to the related Redemption Date, and all exchanges on or after October 15, 2028 shall be settled using the same forms and amounts of consideration. (2) Except for any exchanges for which the relevant Exchange Date occurs after the issuance by the Company of a Redemption Notice but prior to the related Redemption Date or which occurs on or after October 15, 2028, the Company shall use the same forms and amounts of consideration for all exchanges with the same Exchange Date, but the Company shall not have any obligation to use the same forms and amounts of consideration with respect to exchanges with different Exchange Dates. (3) If, in respect of any Exchange Date (or any exchanges for which the relevant Exchange Date occurs after the issuance by the Company of a Redemption Notice but prior to the related Redemption Date or which occurs on or after October 15, 2028), 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 (and upon a written request to) the Trustee of such election (the “Settlement Notice”) no later than the close of business on the Trading Day immediately following the relevant Exchange Date (or, in the case of (A) any exchanges of Notes for which the relevant Exchange Date occurs after the issuance by the Company of a Redemption Notice but prior to the related Redemption Date, in the related Redemption Notice or (B) in the case of any exchanges of Notes for which the relevant Exchange Date occurs on or after October 15, 2028, no later than October 15, 2028) and the Company shall indicate in such Settlement Notice the percentage of the Exchange Obligation in excess of the principal portion of the Notes being exchanged that shall be paid in cash (the Issuer makes “Cash Percentage”). If the Company does not elect a Physical Settlement ElectionCash Percentage prior to the deadline set forth in the immediately preceding sentence, then, the Company shall no longer have the right to elect a Cash Percentage with respect to any exchange of Notes for which the on such Exchange Date falls on or after during such period, and the Physical Settlement Election Date, Company shall be deemed to have elected a Cash Percentage of 0% with respect to such exchange. In no event shall the Issuer shall, subject Company’s failure to make a timely election of the provisions of Cash Percentage constitute a Default under this Article 13, satisfy its Exchange Obligation by delivering to exchanging Holders, in respect of each $1,000 principal amount of Notes being exchanged: (i) a number of shares of Common Stock equal to the applicable Exchange Rate; and (ii) cash in lieu of any fractional shares of Common Stock as provided in Section 13.04Indenture. (c4) The Issuer Daily Settlement Amounts, the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Values shall deliver be determined by the cash and/or shares of Common Stock deliverable to exchanging Holders pursuant to this Section 13.11 no later than the third Business Day immediately Company promptly following (i) the last day of the Observation Cash Settlement Averaging Period. Promptly after such determination of the Daily Settlement Amounts, the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Values and the amount of cash payable in lieu of delivering any fractional Common Share, the case of settlement pursuant to Section 13.11(a) above or (ii) Company shall notify the applicable Exchange Date, in the case of settlement pursuant to Section 13.11(b) above; provided, however, that with respect to settlement pursuant to Section 13.11(b) above for which Trustee and the Exchange Date is on or after August 15, 2014Agent (if other than the Trustee) in writing of the Daily Settlement Amounts, the Issuer shall deliver shares of Common Stock on the Maturity Date. Daily Net Settlement Amounts (dif applicable) Whenever any provision of this Indenture requires the Issuer to calculate Closing Sale Prices or and the Daily VWAP over a span Exchange Values and the amount of multiple days, cash payable in lieu of delivering any fractional Common Shares. The Trustee and the Issuer Exchange Agent (if other than the Trustee) shall make appropriate adjustments to account have no responsibility for any adjustment to the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate where the Ex-Dividend Date of the event occurs, at any time during the period over which such prices are to be calculateddetermination.

Settlement Upon Exchange. (a) In the event that the Issuer has not made a Physical Settlement Election (andSubject to this Section 14.03, in the event that the Issuer has made a Physical Settlement ElectionSection 14.06(b) and Section 14.07(a), with respect to any upon exchange of Notes for which any Note, on the Exchange Date falls prior to a Physical second Trading Day immediately following the last Trading Day of the relevant Cash Settlement Election Date)Averaging Period, the Issuer shall, subject to this Article 13, Company shall satisfy its obligation upon exchange (Exchange Obligation by paying or delivering, as the “Exchange Obligation”) by delivering case may be, to the exchanging HoldersHolder, in respect of each $1,000 principal amount of Notes being exchanged: (i) cash and Common Stock, if any, a “Settlement Amount” equal to the sum of the Daily Settlement Amounts for each of the 30 Exchange Settlement 40 consecutive Trading Days during the Observation Period; and (ii) cash relevant Cash Settlement Averaging Period for such Note, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (b) of this Section 14.03. (1) All exchanges for which the relevant Exchange Date occurs after the issuance by the Company of a Redemption Notice but prior to the related Redemption Date, and all exchanges on or after February 15, 2028 shall be settled using the same forms and amounts of consideration. (2) Except for any exchanges for which the relevant Exchange Date occurs after the issuance by the Company of a Redemption Notice but prior to the related Redemption Date or which occurs on or after February 15, 2028, the Company shall use the same forms and amounts of consideration for all exchanges with the same Exchange Date, but the Company shall not have any obligation to use the same forms and amounts of consideration with respect to exchanges with different Exchange Dates. (3) If, in respect of any Exchange Date (or any exchanges for which the relevant Exchange Date occurs after the issuance by the Company of a Redemption Notice but prior to the related Redemption Date or which occurs on or after February 15, 2028), 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 (and upon a written request to) the Trustee of such election (the “Settlement Notice”) no later than the close of business on the Trading Day immediately following the relevant Exchange Date (or, in the case of (A) any exchanges of Notes for which the relevant Exchange Date occurs after the issuance by the Company of a Redemption Notice but prior to the related Redemption Date, in the related Redemption Notice or (B) in the case of any exchanges of Notes for which the relevant Exchange Date occurs on or after February 15, 2028, no later than February 15, 2028) and the Company shall indicate in such Settlement Notice the percentage of the Exchange Obligation in excess of the principal portion of the Notes being exchanged that shall 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 with respect to any exchange on such Exchange Date or during such period, and the Company shall be deemed to have elected a Cash Percentage of 0% with respect to such exchange. In no event shall the Company’s failure to make a timely election of the Cash Percentage constitute a Default under this Indenture. (4) The Daily Settlement Amounts, the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Values shall be determined by the Company promptly following the last day of the Cash Settlement Averaging Period. Promptly after such determination of the Daily Settlement Amounts, the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Values 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) in writing of the Daily Settlement Amounts, the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Values and the amount of cash payable in lieu of delivering any fractional shares of Common Stock as provided in Section 13.04. (b) In the event that the Issuer makes a Physical Settlement Election, then, with respect to any exchange of Notes for which Stock. The Trustee and the Exchange Date falls on or after the Physical Settlement Election Date, the Issuer shall, subject to the provisions of this Article 13, satisfy its Exchange Obligation by delivering to exchanging Holders, in respect of each $1,000 principal amount of Notes being exchanged: Agent (i) a number of shares of Common Stock equal to the applicable Exchange Rate; and (ii) cash in lieu of any fractional shares of Common Stock as provided in Section 13.04. (c) The Issuer shall deliver the cash and/or shares of Common Stock deliverable to exchanging Holders pursuant to this Section 13.11 no later if other than the third Business Day immediately following (iTrustee) the last day of the Observation Period, in the case of settlement pursuant to Section 13.11(a) above or (ii) the applicable Exchange Date, in the case of settlement pursuant to Section 13.11(b) above; provided, however, that with respect to settlement pursuant to Section 13.11(b) above for which the Exchange Date is on or after August 15, 2014, the Issuer shall deliver shares of Common Stock on the Maturity Date. (d) Whenever any provision of this Indenture requires the Issuer to calculate Closing Sale Prices or the Daily VWAP over a span of multiple days, the Issuer shall make appropriate adjustments to account have no responsibility for any adjustment to the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate where the Ex-Dividend Date of the event occurs, at any time during the period over which such prices are to be calculateddetermination.

Settlement Upon Exchange. (a) In the event that the Issuer has not made a Physical Settlement Election (andSubject to this Section 14.03, in the event that the Issuer has made a Physical Settlement ElectionSection 14.06(b) and Section 14.07(a), with respect to any upon exchange of Notes for which any Note, on the Exchange Date falls prior to a Physical second Trading Day immediately following the last Trading Day of the relevant Cash Settlement Election Date)Averaging Period, the Issuer shall, subject to this Article 13, Company shall satisfy its obligation upon exchange (Exchange Obligation by paying or delivering, as the “Exchange Obligation”) by delivering case may be, to the exchanging HoldersHolder, in respect of each $1,000 principal amount of Notes being exchanged: (i) cash and Common Stock, if any, a “Settlement Amount” equal to the sum of the Daily Settlement Amounts for each of the 30 Exchange Settlement 40 consecutive Trading Days during the Observation Period; and (ii) cash relevant Cash Settlement Averaging Period for such Note, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (b) of this Section 14.03. (1) All exchanges for which the relevant Exchange Date occurs after the issuance by the Company of a Redemption Notice but prior to the related Redemption Date, and all exchanges on or after April 15, 2029 shall be settled using the same forms and amounts of consideration. (2) Except for any exchanges for which the relevant Exchange Date occurs after the issuance by the Company of a Redemption Notice but prior to the related Redemption Date or which occurs on or after April 15, 2029, the Company shall use the same forms and amounts of consideration for all exchanges with the same Exchange Date, but the Company shall not have any obligation to use the same forms and amounts of consideration with respect to exchanges with different Exchange Dates. (3) If, in respect of any Exchange Date (or any exchanges for which the relevant Exchange Date occurs after the issuance by the Company of a Redemption Notice but prior to the related Redemption Date or which occurs on or after April 15, 2029), 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 (and upon a written request to) the Trustee of such election (the “Settlement Notice”) no later than the close of business on the Trading Day immediately following the relevant Exchange Date (or, in the case of (A) any exchanges of Notes for which the relevant Exchange Date occurs after the issuance by the Company of a Redemption Notice but prior to the related Redemption Date, in the related Redemption Notice or (B) in the case of any exchanges of Notes for which the relevant Exchange Date occurs on or after April 15, 2029, no later than April 15, 2029) and the Company shall indicate in such Settlement Notice the percentage of the Exchange Obligation in excess of the principal portion of the Notes being exchanged that shall 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 with respect to any exchange on such Exchange Date or during such period, and the Company shall be deemed to have elected a Cash Percentage of 0% with respect to such exchange. In no event shall the Company’s failure to make a timely election of the Cash Percentage constitute a Default under this Indenture. (4) The Daily Settlement Amounts, the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Values shall be determined by the Company promptly following the last day of the Cash Settlement Averaging Period. Promptly after such determination of the Daily Settlement Amounts, the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Values 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) in writing of the Daily Settlement Amounts, the Daily Net Settlement Amounts (if applicable) and the Daily Exchange Values and the amount of cash payable in lieu of delivering any fractional shares of Common Stock as provided in Section 13.04. (b) In the event that the Issuer makes a Physical Settlement Election, then, with respect to any exchange of Notes for which Stock. The Trustee and the Exchange Date falls on or after the Physical Settlement Election Date, the Issuer shall, subject to the provisions of this Article 13, satisfy its Exchange Obligation by delivering to exchanging Holders, in respect of each $1,000 principal amount of Notes being exchanged: Agent (i) a number of shares of Common Stock equal to the applicable Exchange Rate; and (ii) cash in lieu of any fractional shares of Common Stock as provided in Section 13.04. (c) The Issuer shall deliver the cash and/or shares of Common Stock deliverable to exchanging Holders pursuant to this Section 13.11 no later if other than the third Business Day immediately following (iTrustee) the last day of the Observation Period, in the case of settlement pursuant to Section 13.11(a) above or (ii) the applicable Exchange Date, in the case of settlement pursuant to Section 13.11(b) above; provided, however, that with respect to settlement pursuant to Section 13.11(b) above for which the Exchange Date is on or after August 15, 2014, the Issuer shall deliver shares of Common Stock on the Maturity Date. (d) Whenever any provision of this Indenture requires the Issuer to calculate Closing Sale Prices or the Daily VWAP over a span of multiple days, the Issuer shall make appropriate adjustments to account have no responsibility for any adjustment to the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate where the Ex-Dividend Date of the event occurs, at any time during the period over which such prices are to be calculateddetermination.

Settlement Upon Exchange. (a) In Subject to this Section 14.03, Section 14.06(b) and Section 14.07(a), upon exchange of any Note, the event that Company shall pay or deliver, as the Issuer has not made a Physical Settlement Election (andcase may be, to the exchanging Holder, in the event that the Issuer has made a Physical Settlement Election, with respect to any exchange full satisfaction of Notes for which the Exchange Date falls prior to a Physical Settlement Election Date), the Issuer shall, subject to this Article 13, satisfy its delivery obligation upon exchange (the “Exchange Obligation”), cash up to the principal amount of the Note exchanged and, if applicable in respect of any net shares due upon exchange (the “Net Shares”), cash, Common Shares or a combination of cash and Common Shares, together with cash, if applicable, in lieu of delivering any fractional Common Share in accordance with Section 14.03(b), at the Company’s election, as set forth in this Section 14.03 (each such net share settlement method, a “Net Share Settlement Method”). (1) All exchanges for which the relevant Exchange Date occurs on or after January 1, 2027 or occurs after the Company provides a Redemption Notice and prior to the related Redemption Date shall be settled using the same Net Share Settlement Method (including the same relative proportion of cash and/or Common Shares). Except for any exchanges for which the relevant Exchange Date occurs on or after January 1, 2027 or on or after the Company provides a Redemption Notice and prior to the related Redemption Date, the Company will use the same Net Share Settlement Method (including the same relative proportion of cash and/or Common Shares) for all exchanges with the same Exchange Date, but the Company will not have any obligation to use the same Settlement Method with respect to exchanges with different Exchange Dates. (2) If the Company elects a Net Share Settlement Method, the Company shall deliver notice to Holders so exchanging through the Exchange Agent of such Net Share Settlement Method the Company has selected no later than the Close of Business on the Trading Day immediately following the related Exchange Date (or (x) in the case of any exchanges for which the relevant Exchange Date occurs on or after January 1, 2027, no later than January 1, 2027 or (y) in the case of any exchanges after the Company issues a Redemption Notice and prior to the related Redemption Date, in the Redemption Notice). If the Company does not timely elect a Net Share Settlement Method, the Company shall no longer have the right to elect a Net Share Settlement Method in respect of its Exchange Obligation and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. If the Company has timely elected a Net Share Settlement Method in respect of any exchange but does not timely notify the Exchange Agent of the Specified Dollar Amount per $1,000 principal amount of Notes, the Specified Dollar Amount shall be deemed to be $1,000. (3) The cash, Common Shares or combination of cash and Common Shares payable or deliverable by delivering the Company in respect of any exchange of $1,000 principal amount of the Notes (the “Settlement Amount”) shall include (x) cash up to $1,000 and (y) cash or Common Shares or any combination of cash and Common Shares in respect of the Company’s obligation to deliver the Net Shares, and shall be computed as follows: (A) if the Company elects to pay solely cash in respect of the Net Shares, the Company shall pay to the exchanging Holders, Holder in respect of each $1,000 principal amount of Notes being exchanged:exchanged cash in an amount equal to the sum of the Daily Exchange Values for each of the 40 consecutive VWAP Trading Days during the related Observation Period; and (iB) cash and if the Company elects to deliver Common StockShares in respect of some or all of the Net Shares, if anythe 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 30 Exchange Settlement 40 consecutive VWAP Trading Days during the related Observation Period; and Period (ii) plus cash in lieu of any fractional shares of Common Stock as provided in Section 13.04Share issuable upon exchange). (b4) In If more than one Note shall be surrendered for exchange at any one time by the event that same Holder, the Issuer makes a Physical Settlement Election, then, Exchange Obligation with respect to any exchange such Notes shall be computed on the basis of Notes for which the Exchange Date falls on or after the Physical Settlement Election Date, the Issuer shall, subject to the provisions of this Article 13, satisfy its Exchange Obligation by delivering to exchanging Holders, in respect of each $1,000 aggregate principal amount of the Notes being exchanged:(or specified portions thereof to the extent permitted hereby) so surrendered. (i5) a number The Daily Settlement Amounts (if applicable) and the Daily Exchange Values (if applicable) shall be determined by the Company promptly following the last VWAP Trading Day of shares the related Observation Period. Promptly after such determination of Common Stock equal to the applicable Daily Settlement Amounts or the Daily Exchange Rate; Values, as the case may be, and (ii) , if applicable, the amount of cash payable in lieu of any fractional shares of Common Stock as provided in Section 13.04. Share, the Company shall notify the Trustee and the Exchange Agent (c) The Issuer shall deliver the cash and/or shares of Common Stock deliverable to exchanging Holders pursuant to this Section 13.11 no later if other than the third Business Day immediately following (iTrustee) the last day of the Observation Period, in the case of settlement pursuant to Section 13.11(a) above or (ii) the applicable Exchange Date, in the case of settlement pursuant to Section 13.11(b) above; provided, however, that with respect to settlement pursuant to Section 13.11(b) above for which the Exchange Date is on or after August 15, 2014, the Issuer shall deliver shares of Common Stock on the Maturity Date. (d) Whenever any provision of this Indenture requires the Issuer to calculate Closing Sale Prices Daily Settlement Amounts or the Daily VWAP over a span of multiple daysExchange Values, as the case may be, and, if applicable, the Issuer amount of cash payable in lieu of fractional Common Shares. The Trustee and the Exchange Agent (if other than the Trustee) shall make appropriate adjustments to account have no responsibility for any adjustment to the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate where the Ex-Dividend Date of the event occurs, at any time during the period over which such prices are to be calculateddetermination.

Settlement Upon Exchange. (a) In Subject to this Section 4.03, Section 4.06(b) and Section 4.07(a), upon exchange of any Security, the event that Company shall, at its election, pay or deliver, as the Issuer case may be, to the exchanging Holder, in full satisfaction of its exchange obligation, solely cash (“Cash Settlement”), solely Common Shares, together with cash, if applicable, in lieu of delivering any fractional Common Share in accordance with Section 4.03(c) (“Physical Settlement”), or a combination of cash and Common Shares, together with cash, if applicable, in lieu of delivering any fractional Common Share in accordance with Section 4.03(c) (“Combination Settlement”), as set forth in this Section 4.03. (1) All exchanges for which the relevant Exchange Date occurs on or after December 15, 2025 shall be settled using the same Settlement Method (including the same relative proportion of cash and/or shares of the Common Shares). Except for any exchanges for which the relevant Exchange Date occurs on or after December 15, 2025, the Company will use the same Settlement Method (including the same relative proportion of cash and/or shares of the Common Shares) for all exchanges with the same Exchange Date, but the Company will not have any obligation to use the same Settlement Method with respect to exchanges with different Exchange Dates. (2) If the Company elects a Settlement Method, the Company shall deliver notice to Holders so exchanging through the Exchange Agent of such Settlement Method the Company has selected no later than the close of business on the Trading Day immediately following the related Exchange Date (or in the case of any exchanges for which the relevant Exchange Date occurs on or after December 15, 2025, no later than December 15, 2025). If the Company does not made timely elect a Settlement Method, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement Election with respect to that Exchange Date and the Company shall be deemed to have elected Combination Settlement in respect of its exchange obligation, and the Specified Dollar Amount per $1,000 principal amount of Securities shall be equal to $1,000. If the Company has timely elected Combination Settlement in respect of any exchange but does not timely notify the Exchange Agent of the Specified Dollar Amount per $1,000 principal amount of Securities, the Specified Dollar Amount shall be deemed to be $1,000. (and, 3) Notwithstanding anything to the contrary in this Supplemental Indenture or in the event Securities, by notice to Holders, the Trustee and the Exchange Agent (if other than the Trustee), the Company may, prior to December 15, 2025, at its option, irrevocably elect to satisfy its exchange obligation with respect to the Securities through any Settlement Method that it is then permitted to elect for all Exchange Dates occurring subsequent to delivery of such notice. Concurrently with providing notice to all Holders, the Issuer Trustee and the Exchange Agent (if other than the Trustee) of an election to irrevocably fix the Settlement Method, the Company shall promptly issue a Current Report on Form 8-K or press release announcing that it has made a Physical elected to irrevocably fix the Settlement ElectionMethod. Notwithstanding the foregoing, no such irrevocable election shall affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Security pursuant to this Section 4.03. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Securities. However, the Company may nonetheless choose to execute such an amendment at its option. (4) The cash, Common Shares or combination of cash and Common Shares payable or deliverable by the Company in respect of any exchange of Notes for which the Exchange Date falls prior to a Physical Settlement Election Date), the Issuer shall, subject to this Article 13, satisfy its obligation upon exchange Securities (the “Exchange ObligationSettlement Amount”) shall be computed by delivering the Company as follows: (A) if the Company elects to satisfy its exchange obligation in respect of such exchange by Physical Settlement, the Company shall deliver to the exchanging Holders, Holder in respect of each $1,000 principal amount of Notes Securities being exchanged:exchanged a number of Common Shares equal to the Exchange Rate on the Exchange Date (plus cash in lieu of any fractional Common Share issuable upon exchange); (iB) 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 Securities being exchanged cash and Common Stockin an amount equal to the sum of the Daily Exchange Values for each of the 30 consecutive VWAP Trading Days during the related Observation Period; and (C) if the Company elects (or is deemed to have elected) to satisfy its exchange obligation in respect of such exchange by Combination Settlement, if anythe Company shall pay or deliver, as the case may be, to the exchanging Holder in respect of each $1,000 principal amount of Securities being exchanged a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 30 Exchange Settlement consecutive VWAP Trading Days during the related Observation Period; and Period (ii) plus cash in lieu of any fractional shares Common Share issuable upon exchange). If more than one Security shall be surrendered for exchange at any one time by the same Holder, the exchange obligation with respect to such Securities shall be computed on the basis of Common Stock as provided in Section 13.04the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered. (b5) In The Daily Settlement Amounts (if applicable) and the event that Daily Exchange Values (if applicable) shall be determined by the Issuer makes a Physical Company promptly following the last VWAP Trading Day of the related Observation Period. Promptly after such determination of the Daily Settlement ElectionAmounts or the Daily Exchange Values, thenas the case may be, with respect to any exchange of Notes for which the Exchange Date falls on or after the Physical Settlement Election Dateand, if applicable, the Issuer shall, subject to the provisions of this Article 13, satisfy its Exchange Obligation by delivering to exchanging Holders, in respect of each $1,000 principal amount of Notes being exchanged: (i) a number of shares of Common Stock equal to the applicable Exchange Rate; and (ii) cash payable in lieu of any fractional shares of Common Stock as provided in Section 13.04. Share, the Company shall notify the Trustee and the Exchange Agent (c) The Issuer shall deliver the cash and/or shares of Common Stock deliverable to exchanging Holders pursuant to this Section 13.11 no later if other than the third Business Day immediately following (iTrustee) the last day of the Observation Period, in the case of settlement pursuant to Section 13.11(a) above or (ii) the applicable Exchange Date, in the case of settlement pursuant to Section 13.11(b) above; provided, however, that with respect to settlement pursuant to Section 13.11(b) above for which the Exchange Date is on or after August 15, 2014, the Issuer shall deliver shares of Common Stock on the Maturity Date. (d) Whenever any provision of this Indenture requires the Issuer to calculate Closing Sale Prices Daily Settlement Amounts or the Daily VWAP over a span of multiple daysExchange Values, as the case may be, and, if applicable, the Issuer amount of cash payable in lieu of fractional Common Shares. The Trustee and the Exchange Agent (if other than the Trustee) shall make appropriate adjustments to account have no responsibility for any adjustment to the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate where the Ex-Dividend Date of the event occurs, at any time during the period over which such prices are to be calculateddetermination.