Common use of Exchange Privilege Clause in Contracts

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this ‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion in an Authorized Denomination of such Note: (i) subject to satisfaction of the conditions described in ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding February 1, 2031, under the circumstances and during the periods set forth in ‎Section 14.01(b); and (ii) on or after February 1, 2031, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial exchange rate of 17.9352 shares of Common Stock (subject to adjustment as provided in ‎Section 14.04 and, if applicable, ‎Section 14.03, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of ‎Section 14.02, the “Exchange Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding February 1, 2031, a Holder may surrender all or any portion of its Notes in an Authorized Denomination for exchange at any time during the five Business Day period after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below in this subsection ‎(b)‎(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on each such Trading Day. (A) The Bid Solicitation Agent (if other than the Partnership) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Partnership has requested such determination, and the Partnership shall have no obligation to make such request (or, if the Partnership is acting as Bid Solicitation Agent, the Partnership shall have no obligation to determine the Trading Price) unless a Holder of at least $5,000,000 principal amount of Notes requests in writing that the Partnership makes such a determination and provides the Partnership with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on such Trading Day. At such time, the Partnership shall instruct the Bid Solicitation Agent (if other than the Partnership) to determine, or if the Partnership is acting as Bid Solicitation Agent, the Partnership shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on such Trading Day. (B) If the Trading Price condition has been met, the Partnership shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. If, at any time after the Trading Price condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on such Trading Day, the Partnership shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. (C) If the Partnership does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Partnership is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Partnership gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Partnership is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on each Trading Day of such failure.

Exchange Privilege. (a) Subject to the conditions described in clauses (b) through (f) below and to Section 8.11 hereof, and upon compliance with the provisions of this ‎Article 14Article VIII, each a Holder of a Note Notes shall have the right, at such Holder’s option, to exchange all or any portion in (if the portion to be exchanged is $1,000 principal amount or an Authorized Denomination integral multiple thereof) of such Note: (i) subject to satisfaction of the conditions described in ‎Section 14.01(b), Note at any time prior to the close of business on the Business scheduled Trading Day immediately preceding February 1, 2031, 2012 at a rate (the “Exchange Rate”) of 5.8752 shares of Common Stock (subject to adjustment by the Company as provided in Section 8.04) per $1,000 principal amount of Notes (the “Exchange Obligation”) under the circumstances and during the periods set forth in ‎Section 14.01(b); and (ii) on or below. On and after February 1, 20312012, regardless of the conditions described in clause (b) through (f) below, upon compliance with the provisions of this Article VIII and subject to Section 8.11 hereof, a Noteholder shall have the right, at such holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the second Scheduled scheduled Trading Day immediately preceding the Maturity Date; in each case, Date at an initial exchange rate Exchange Rate of 17.9352 5.8752 shares of Common Stock (subject to adjustment by the Company as provided in ‎Section 14.04 and, if applicable, ‎Section 14.03, the “Exchange Rate”Section 8.04) per $1,000 principal amount of Notes (subject to the settlement provisions of ‎Section 14.02, the “Exchange Obligation”)Notes. (b1) (i) Prior A Holder of Notes shall have the right, at such Holder’s option, to the close of business on the Business Day immediately preceding exchange its Notes prior to February 1, 20312012, a Holder may surrender all or any portion of its Notes in an Authorized Denomination for exchange at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below in this subsection ‎(b)‎(i), for each Trading Day day of the such Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of the Common Stock on such date and the Exchange Rate on each such Trading Day. (A) date, all as determined by the Trustee in the manner described in the immediately succeeding paragraph. The Bid Solicitation Agent (if other than the Partnership) Trustee shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless requested by the Partnership has requested such determinationCompany to do so in writing, and the Partnership Company shall have no obligation to make such request (or, if the Partnership is acting as Bid Solicitation Agent, the Partnership shall have no obligation to determine the Trading Price) unless a Holder Noteholder or Noteholders of at least $5,000,000 1,000,000 aggregate principal amount of Notes requests in writing that the Partnership makes such a determination and provides the Partnership Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price per share of Common Stock at such time and the then-applicable Exchange Rate on Rate, at which time the Company shall select three independent nationally recognized securities dealers (each, an “Independent Securities Dealer”), request that the Independent Securities Dealers provide a secondary market quotation for the Notes and provide such Trading Day. At such timedetermination to the Company and the Trustee in writing, and the Partnership Company shall instruct the Bid Solicitation Agent (if other than the Partnership) Independent Securities Dealers to determine, or if the Partnership is acting as Bid Solicitation Agent, the Partnership shall determine, the Trading Price per $1,000 principal amount of provide a secondary market quotation for the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock on such date and the then-applicable Exchange Rate on such Trading Day. (B) Rate. If the Trading Price condition set forth above has been met, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writingNoteholders. If, If at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share on such date and the then-applicable Exchange Rate, the Company shall so notify the Noteholders. (2) Any request by the Company to the Trustee for a determination of the Trading Price and whether the Trading Price condition set forth in the first sentence of the immediately preceding paragraph has been met shall be accompanied by an Officers’ Certificate setting forth, for each day of determination (as identified in such Certificate), the name of the Independent Securities Dealers providing the secondary market bid quotations, a statement certifying that that such dealers are “Independent Securities Dealers” as required in this Section 8.01, the secondary market bid quotations obtained from such Independent Securities Dealers (a copy of which will be attached to such Officers’ Certificate), the Company’s calculation of the Trading Price for such date. The Trustee shall be entitled to conclusively rely, without independent verification, on the quotations provided by the Company in making its determinations hereunder. On the basis of such quotations, the Trustee shall determine the Trading Price of the Notes, and provide such determination to the Company. Absent manifest error, the Trustee’s determination of the Trading Price will be binding on the Company. Unless and until a Responsible Officer of the Trustee shall have received a request from the Company for determination of the Trading Price for the Notes and the Officers’ Certificate contemplated herein, the Trustee shall have no obligation to make any determination of the Trading Price of the Notes or whether the Trading Price condition has been met. (c) A Holder of Notes shall have the right, at such Holder’s option, to exchange Notes during any calendar quarter after the quarter ended March 31, 2007, and only during such calendar quarter, if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter exceeds 130% of the Exchange Price (the “Exchange Trigger Price”) on such last Trading Day, which Exchange Price shall be subject to adjustment in accordance with this Article VIII. The Exchange Agent shall, on the Company’s behalf, determine at the beginning of each calendar quarter whether the Notes are exchangeable as a result of the price of the Common Stock as contemplated in the previous sentence and notify the Company and the Trustee. (d) In the event that the Company has delivered a notice of redemption in accordance with Section 1104 of the Base Indenture and Section 3.03 of this Annex A of the Twelfth Supplemental Indenture to the Holders of Notes, a Holder of Notes may exchange Notes at any time prior to the close of business on the second Business Day immediately preceding the corresponding Redemption Date; provided, however, that a Holder who has already delivered a Fundamental Change Repurchase Notice with respect to a Note may not exchange such Note until the Holder has withdrawn the Fundamental Change Repurchase Notice in accordance with the terms of the Note and this Annex A of the Twelfth Supplemental Indenture. (e) (i) In the event that the Company or Parent elects to: (i) distribute to all or substantially all holders of Common Stock and the Exchange Rate on such Trading Dayrights entitling them to purchase, the Partnership shall promptly so notify the Holdersfor a period expiring within 60 days, the Trustee and the Exchange Agent (if other shares of Common Stock at a price less than the Trustee) in writing.Last Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date of such distribution; or (Cii) If distribute to all or substantially all holders of Common Stock, assets or debt securities of the Partnership does notCompany or Parent or rights to purchase the Company’s or Parent’s securities, when it is required to, instruct which distribution has a per share value (as determined by the Bid Solicitation Agent to (or, if Board of Trustees) exceeding 15% of the Partnership is acting as Bid Solicitation Agent, it does not) obtain bids, or if Last Reported Sale Price of the Partnership gives Common Stock on the day immediately preceding the date of declaration of such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Partnership is acting as Bid Solicitation Agent, it fails to make such determination)distribution, then, in either case, Holders may surrender the Trading Price per $1,000 principal amount Notes for exchange at any time on and after the date that Parent provides notice to Holders referred to in the next sentence until the earlier of the Notes close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or the date Parent announces that such distribution will not take place. The Company shall be deemed notify Holders of any distribution referred to be less than 98% in either clause (A) or clause (B) above and of the product of resulting exchange right no later than the Last Reported Sale Price per share of Common Stock and 35th Business Day prior to the Exchange Rate on each Trading Day of Ex-Dividend Date for such failuredistribution.

Exchange Privilege. (a) Subject to the conditions described in clauses (b) through (f) below and to Section 8.11 hereof, and upon compliance with the provisions of this ‎Article 14Article VIII, each a Holder of a Note Notes shall have the right, at such Holder’s option, to exchange all or any portion in (if the portion to be exchanged is $1,000 principal amount or an Authorized Denomination integral multiple thereof) of such Note: (i) subject to satisfaction of the conditions described in ‎Section 14.01(b), Note at any time prior to the close of business on the Business scheduled Trading Day immediately preceding February 115, 2031, 2013 at a rate (the “Exchange Rate”) of 5.8569 shares of Common Stock (subject to adjustment by the Company as provided in Section 8.04) per $1,000 principal amount of Notes (the “Exchange Obligation”) under the circumstances and during the periods set forth in ‎Section 14.01(b); and (ii) on or below. On and after February 115, 20312013, regardless of the conditions described in clause (b) through (f) below, upon compliance with the provisions of this Article VIII and subject to Section 8.11 hereof, a Noteholder shall have the right, at such holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the second Scheduled scheduled Trading Day immediately preceding the Maturity Date; in each case, Date at an initial exchange rate Exchange Rate of 17.9352 5.8569 shares of Common Stock (subject to adjustment by the Company as provided in ‎Section 14.04 and, if applicable, ‎Section 14.03, the “Exchange Rate”Section 8.04) per $1,000 principal amount of Notes (subject to the settlement provisions of ‎Section 14.02, the “Exchange Obligation”)Notes. (b1) (i) Prior A Holder of Notes shall have the right, at such Holder’s option, to the close of business on the Business Day immediately preceding February 1, 2031, a Holder may surrender all or any portion of exchange its Notes in an Authorized Denomination for exchange at any time prior to February 15, 2013, during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below in this subsection ‎(b)‎(i), for each Trading Day day of the such Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of the Common Stock on such date and the Exchange Rate on each such Trading Day. (A) date, all as determined by the Trustee in the manner described in the immediately succeeding paragraph. The Bid Solicitation Agent (if other than the Partnership) Trustee shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless requested by the Partnership has requested such determinationCompany to do so in writing, and the Partnership Company shall have no obligation to make such request (or, if the Partnership is acting as Bid Solicitation Agent, the Partnership shall have no obligation to determine the Trading Price) unless a Holder Noteholder or Noteholders of at least $5,000,000 1,000,000 aggregate principal amount of Notes requests in writing that the Partnership makes such a determination and provides the Partnership Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price per share of Common Stock at such time and the then-applicable Exchange Rate on Rate, at which time the Company shall select three independent nationally recognized securities dealers (each, an “Independent Securities Dealer”), request that the Independent Securities Dealers provide a secondary market quotation for the Notes and provide such Trading Day. At such timedetermination to the Company and the Trustee in writing, and the Partnership Company shall instruct the Bid Solicitation Agent (if other than the Partnership) Independent Securities Dealers to determine, or if the Partnership is acting as Bid Solicitation Agent, the Partnership shall determine, the Trading Price per $1,000 principal amount of provide a secondary market quotation for the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock on such date and the then-applicable Exchange Rate on such Trading Day. (B) Rate. If the Trading Price condition set forth above has been met, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writingNoteholders. If, If at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share on such date and the then-applicable Exchange Rate, the Company shall so notify the Noteholders. (2) Any request by the Company to the Trustee for a determination of the Trading Price and whether the Trading Price condition set forth in the first sentence of the immediately preceding paragraph has been met shall be accompanied by an Officers’ Certificate setting forth, for each day of determination (as identified in such Certificate), the name of the Independent Securities Dealers providing the secondary market bid quotations, a statement certifying that that such dealers are “Independent Securities Dealers” as required in this Section 8.01, the secondary market bid quotations obtained from such Independent Securities Dealers (a copy of which will be attached to such Officers’ Certificate), the Company’s calculation of the Trading Price for such date. The Trustee shall be entitled to conclusively rely, without independent verification, on the quotations provided by the Company in making its determinations hereunder. On the basis of such quotations, the Trustee shall determine the Trading Price of the Notes, and provide such determination to the Company. Absent manifest error, the Trustee’s determination of the Trading Price will be binding on the Company. Unless and until a Responsible Officer of the Trustee shall have received a request from the Company for determination of the Trading Price for the Notes and the Officers’ Certificate contemplated herein, the Trustee shall have no obligation to make any determination of the Trading Price of the Notes or whether the Trading Price condition has been met. (c) A Holder of Notes shall have the right, at such Holder’s option, to exchange Notes during any calendar quarter after the quarter ended June 30, 2011, and only during such calendar quarter, if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter exceeds 130% of the Exchange Price (the “Exchange Trigger Price”) on such last Trading Day, which Exchange Price shall be subject to adjustment in accordance with this Article VIII. The Exchange Agent shall, on the Company’s behalf, determine at the beginning of each calendar quarter whether the Notes are exchangeable as a result of the price of the Common Stock as contemplated in the previous sentence and notify the Company and the Trustee. (d) In the event that the Company has delivered a notice of redemption in accordance with Section 1104 of the Base Indenture and Section 3.03 of this Third Supplemental Indenture to the Holders of Notes, a Holder of Notes may exchange Notes at any time prior to the close of business on the second Business Day immediately preceding the corresponding Redemption Date; provided, however, that a Holder who has already delivered a Fundamental Change Repurchase Notice with respect to a Note may not exchange such Note until the Holder has withdrawn the Fundamental Change Repurchase Notice in accordance with the terms of the Note and this Third Supplemental Indenture. (e) (i) In the event that the Company or Parent elects to: (A) distribute to all or substantially all holders of Common Stock and the Exchange Rate on such Trading Dayrights entitling them to purchase, the Partnership shall promptly so notify the Holdersfor a period expiring within 60 days, the Trustee and the Exchange Agent (if other shares of Common Stock at a price less than the Trustee) in writing.Last Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date of such distribution; or (CB) If distribute to all or substantially all holders of shares of Common Stock assets or debt securities of the Partnership does notCompany or Parent or rights to purchase the Company’s or Parent’s securities, when it is required to, instruct which distribution has a per share value (as determined by the Bid Solicitation Agent to (or, if Board of Directors) exceeding 15% of the Partnership is acting as Bid Solicitation Agent, it does not) obtain bids, or if Last Reported Sale Price of the Partnership gives Common Stock on the day immediately preceding the date of declaration of such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Partnership is acting as Bid Solicitation Agent, it fails to make such determination)distribution, then, in either case, Holders may surrender the Trading Price per $1,000 principal amount Notes for exchange at any time on and after the date that the Company provides notice to Holders referred to in the next sentence until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or the date the Company announces that such distribution will not take place. The Company shall notify Holders of any distribution referred to in either clause (A) or clause (B) above and of the resulting exchange right no later than the 35th Business Day prior to the Ex-Dividend Date for such distribution. (ii) If the Company is a party to any transaction or event that constitutes a Fundamental Change, a Holder may surrender Notes for exchange at any time from and after the 30th scheduled Trading Day prior to the anticipated Effective Date of such transaction or event until the related Fundamental Change Repurchase Date and, upon such surrender, the Holder shall be deemed entitled to be less than 98% the increase in the Exchange Rate, if any, specified in Section 8.01(g). The Company shall give notice to all record Noteholders and the Trustee and issue a press release of the product Fundamental Change no later than 30 scheduled Trading Days prior to the anticipated Effective Date of the Last Reported Sale Price per Fundamental Change. (iii) If Parent is a party to a consolidation, merger, binding share exchange or sale or conveyance of all or substantially all of its properties and assets, in each case pursuant to which the shares of Common Stock would be exchanged into cash, securities and/or other property, then the Holders shall have the right to exchange Notes at any time beginning fifteen calendar days prior to the date announced by the Company as the anticipated effective date of the transaction and until and including the date that is fifteen calendar days after the date that is the effective date of such transaction; provided such transaction does not otherwise constitute a Fundamental Change to which the provisions of Section 8.01(e)(ii) shall apply. The Company shall give notice to all record Noteholders and the Exchange Rate on each Trading Day Trustee and issue a press release at least 20 calendar days prior to the anticipated effective date of such failuretransaction. If the Board of Directors determines the anticipated effective date of the transaction, such determination shall be conclusive and binding on the Holders.

Exchange Privilege. (a) Subject to the conditions described in clauses (b) through (f) below and to Section 8.11 hereof, and upon compliance with the provisions of this ‎Article 14Article VIII, each a Holder of a Note Notes shall have the right, at such Holder’s option, to exchange all or any portion in (if the portion to be exchanged is $1,000 principal amount or an Authorized Denomination integral multiple thereof) of such Note: (i) subject to satisfaction of the conditions described in ‎Section 14.01(b), Note at any time prior to the close of business on the Business scheduled Trading Day immediately preceding February 1, 2031, 2012 at a rate (the “Exchange Rate”) of 5.8752 shares of Common Stock (subject to adjustment by the Company as provided in Section 8.04) per $1,000 principal amount of Notes (the “Exchange Obligation”) under the circumstances and during the periods set forth in ‎Section 14.01(b); and (ii) on or below. On and after February 1, 20312012, regardless of the conditions described in clause (b) through (f) below, upon compliance with the provisions of this Article VIII and subject to Section 8.11 hereof, a Noteholder shall have the right, at such holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the second Scheduled scheduled Trading Day immediately preceding the Maturity Date; in each case, Date at an initial exchange rate Exchange Rate of 17.9352 5.8752 shares of Common Stock (subject to adjustment by the Company as provided in ‎Section 14.04 and, if applicable, ‎Section 14.03, the “Exchange Rate”Section 8.04) per $1,000 principal amount of Notes (subject to the settlement provisions of ‎Section 14.02, the “Exchange Obligation”)Notes. (b1) (i) Prior A Holder of Notes shall have the right, at such Holder’s option, to the close of business on the Business Day immediately preceding exchange its Notes prior to February 1, 20312012, a Holder may surrender all or any portion of its Notes in an Authorized Denomination for exchange at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below in this subsection ‎(b)‎(i), for each Trading Day day of the such Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of the Common Stock on such date and the Exchange Rate on each such Trading Day. (A) date, all as determined by the Trustee in the manner described in the immediately succeeding paragraph. The Bid Solicitation Agent (if other than the Partnership) Trustee shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless requested by the Partnership has requested such determinationCompany to do so in writing, and the Partnership Company shall have no obligation to make such request (or, if the Partnership is acting as Bid Solicitation Agent, the Partnership shall have no obligation to determine the Trading Price) unless a Holder Noteholder or Noteholders of at least $5,000,000 1,000,000 aggregate principal amount of Notes requests in writing that the Partnership makes such a determination and provides the Partnership Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price per share of Common Stock at such time and the then-applicable Exchange Rate on Rate, at which time the Company shall select three independent nationally recognized securities dealers (each, an “Independent Securities Dealer”), request that the Independent Securities Dealers provide a secondary market quotation for the Notes and provide such Trading Day. At such timedetermination to the Company and the Trustee in writing, and the Partnership Company shall instruct the Bid Solicitation Agent (if other than the Partnership) Independent Securities Dealers to determine, or if the Partnership is acting as Bid Solicitation Agent, the Partnership shall determine, the Trading Price per $1,000 principal amount of provide a secondary market quotation for the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock on such date and the then-applicable Exchange Rate on such Trading Day. (B) Rate. If the Trading Price condition set forth above has been met, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writingNoteholders. If, If at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share on such date and the then-applicable Exchange Rate, the Company shall so notify the Noteholders. (2) Any request by the Company to the Trustee for a determination of the Trading Price and whether the Trading Price condition set forth in the first sentence of the immediately preceding paragraph has been met shall be accompanied by an Officers’ Certificate setting forth, for each day of determination (as identified in such Certificate), the name of the Independent Securities Dealers providing the secondary market bid quotations, a statement certifying that that such dealers are “Independent Securities Dealers” as required in this Section 8.01, the secondary market bid quotations obtained from such Independent Securities Dealers (a copy of which will be attached to such Officers’ Certificate), the Company’s calculation of the Trading Price for such date. The Trustee shall be entitled to conclusively rely, without independent verification, on the quotations provided by the Company in making its determinations hereunder. On the basis of such quotations, the Trustee shall determine the Trading Price of the Notes, and provide such determination to the Company. Absent manifest error, the Trustee’s determination of the Trading Price will be binding on the Company. Unless and until a Responsible Officer of the Trustee shall have received a request from the Company for determination of the Trading Price for the Notes and the Officers’ Certificate contemplated herein, the Trustee shall have no obligation to make any determination of the Trading Price of the Notes or whether the Trading Price condition has been met. (c) A Holder of Notes shall have the right, at such Holder’s option, to exchange Notes during any calendar quarter after the quarter ended June 30, 2011, and only during such calendar quarter, if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter exceeds 130% of the Exchange Price (the “Exchange Trigger Price”) on such last Trading Day, which Exchange Price shall be subject to adjustment in accordance with this Article VIII. The Exchange Agent shall, on the Company’s behalf, determine at the beginning of each calendar quarter whether the Notes are exchangeable as a result of the price of the Common Stock as contemplated in the previous sentence and notify the Company and the Trustee. (d) In the event that the Company has delivered a notice of redemption in accordance with Section 1104 of the Base Indenture and Section 3.03 of this First Supplemental Indenture to the Holders of Notes, a Holder of Notes may exchange Notes at any time prior to the close of business on the second Business Day immediately preceding the corresponding Redemption Date; provided, however, that a Holder who has already delivered a Fundamental Change Repurchase Notice with respect to a Note may not exchange such Note until the Holder has withdrawn the Fundamental Change Repurchase Notice in accordance with the terms of the Note and this First Supplemental Indenture. (e) (i) In the event that the Company or Parent elects to: (A) distribute to all or substantially all holders of Common Stock and the Exchange Rate on such Trading Dayrights entitling them to purchase, the Partnership shall promptly so notify the Holdersfor a period expiring within 60 days, the Trustee and the Exchange Agent (if other shares of Common Stock at a price less than the Trustee) in writing.Last Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date of such distribution; or (CB) If distribute to all or substantially all holders of shares of Common Stock assets or debt securities of the Partnership does notCompany or Parent or rights to purchase the Company’s or Parent’s securities, when it is required to, instruct which distribution has a per share value (as determined by the Bid Solicitation Agent to (or, if Board of Directors) exceeding 15% of the Partnership is acting as Bid Solicitation Agent, it does not) obtain bids, or if Last Reported Sale Price of the Partnership gives Common Stock on the day immediately preceding the date of declaration of such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Partnership is acting as Bid Solicitation Agent, it fails to make such determination)distribution, then, in either case, Holders may surrender the Trading Price per $1,000 principal amount Notes for exchange at any time on and after the date that the Company provides notice to Holders referred to in the next sentence until the earlier of the Notes close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or the date the Company announces that such distribution will not take place. The Company shall be deemed notify Holders of any distribution referred to be less than 98% in either clause (A) or clause (B) above and of the product of resulting exchange right no later than the Last Reported Sale Price per share of Common Stock and 35th Business Day prior to the Exchange Rate on each Trading Day of Ex-Dividend Date for such failuredistribution.

Exchange Privilege. (a) Subject to the conditions described in clauses (b) through (f) below and to Section 8.11 hereof, and upon compliance with the provisions of this ‎Article 14Article VIII, each a Holder of a Note Notes shall have the right, at such Holder’s option, to exchange all or any portion in (if the portion to be exchanged is $1,000 principal amount or an Authorized Denomination integral multiple thereof) of such Note: (i) subject to satisfaction of the conditions described in ‎Section 14.01(b), Note at any time prior to the close of business on the Business scheduled Trading Day immediately preceding February 115, 2031, 2013 at a rate (the “Exchange Rate”) of 5.8569 shares of Common Stock (subject to adjustment by the Company as provided in Section 8.04) per $1,000 principal amount of Notes (the “Exchange Obligation”) under the circumstances and during the periods set forth in ‎Section 14.01(b); and (ii) on or below. On and after February 115, 20312013, regardless of the conditions described in clause (b) through (f) below, upon compliance with the provisions of this Article VIII and subject to Section 8.11 hereof, a Noteholder shall have the right, at such holder’s option, to exchange all or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the second Scheduled scheduled Trading Day immediately preceding the Maturity Date; in each case, Date at an initial exchange rate Exchange Rate of 17.9352 5.8569 shares of Common Stock (subject to adjustment by the Company as provided in ‎Section 14.04 and, if applicable, ‎Section 14.03, the “Exchange Rate”Section 8.04) per $1,000 principal amount of Notes (subject to the settlement provisions of ‎Section 14.02, the “Exchange Obligation”)Notes. (b1) (i) Prior A Holder of Notes shall have the right, at such Holder’s option, to the close of business on the Business Day immediately preceding February 1, 2031, a Holder may surrender all or any portion of exchange its Notes in an Authorized Denomination for exchange at any time prior to February 15, 2013, during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below in this subsection ‎(b)‎(i), for each Trading Day day of the such Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of the Common Stock on such date and the Exchange Rate on each such Trading Day. (A) date, all as determined by the Trustee in the manner described in the immediately succeeding paragraph. The Bid Solicitation Agent (if other than the Partnership) Trustee shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless requested by the Partnership has requested such determinationCompany to do so in writing, and the Partnership Company shall have no obligation to make such request (or, if the Partnership is acting as Bid Solicitation Agent, the Partnership shall have no obligation to determine the Trading Price) unless a Holder Noteholder or Noteholders of at least $5,000,000 1,000,000 aggregate principal amount of Notes requests in writing that the Partnership makes such a determination and provides the Partnership Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price per share of Common Stock at such time and the then-applicable Exchange Rate on Rate, at which time the Company shall select three independent nationally recognized securities dealers (each, an “Independent Securities Dealer”), request that the Independent Securities Dealers provide a secondary market quotation for the Notes and provide such Trading Day. At such timedetermination to the Company and the Trustee in writing, and the Partnership Company shall instruct the Bid Solicitation Agent (if other than the Partnership) Independent Securities Dealers to determine, or if the Partnership is acting as Bid Solicitation Agent, the Partnership shall determine, the Trading Price per $1,000 principal amount of provide a secondary market quotation for the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock on such date and the then-applicable Exchange Rate on such Trading Day. (B) Rate. If the Trading Price condition set forth above has been met, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writingNoteholders. If, If at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share on such date and the then-applicable Exchange Rate, the Company shall so notify the Noteholders. (2) Any request by the Company to the Trustee for a determination of the Trading Price and whether the Trading Price condition set forth in the first sentence of the immediately preceding paragraph has been met shall be accompanied by an Officers’ Certificate setting forth, for each day of determination (as identified in such Certificate), the name of the Independent Securities Dealers providing the secondary market bid quotations, a statement certifying that that such dealers are “Independent Securities Dealers” as required in this Section 8.01, the secondary market bid quotations obtained from such Independent Securities Dealers (a copy of which will be attached to such Officers’ Certificate), the Company’s calculation of the Trading Price for such date. The Trustee shall be entitled to conclusively rely, without independent verification, on the quotations provided by the Company in making its determinations hereunder. On the basis of such quotations, the Trustee shall determine the Trading Price of the Notes, and provide such determination to the Company. Absent manifest error, the Trustee’s determination of the Trading Price will be binding on the Company. Unless and until a Responsible Officer of the Trustee shall have received a request from the Company for determination of the Trading Price for the Notes and the Officers’ Certificate contemplated herein, the Trustee shall have no obligation to make any determination of the Trading Price of the Notes or whether the Trading Price condition has been met. (c) A Holder of Notes shall have the right, at such Holder’s option, to exchange Notes during any calendar quarter after the quarter ended June 30, 2008, and only during such calendar quarter, if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter exceeds 130% of the Exchange Price (the “Exchange Trigger Price”) on such last Trading Day, which Exchange Price shall be subject to adjustment in accordance with this Article VIII. The Exchange Agent shall, on the Company’s behalf, determine at the beginning of each calendar quarter whether the Notes are exchangeable as a result of the price of the Common Stock as contemplated in the previous sentence and notify the Company and the Trustee. (d) In the event that the Company has delivered a notice of redemption in accordance with Section 1104 of the Base Indenture and Section 3.03 of this Annex C of the Twelfth Supplemental Indenture to the Holders of Notes, a Holder of Notes may exchange Notes at any time prior to the close of business on the second Business Day immediately preceding the corresponding Redemption Date; provided, however, that a Holder who has already delivered a Fundamental Change Repurchase Notice with respect to a Note may not exchange such Note until the Holder has withdrawn the Fundamental Change Repurchase Notice in accordance with the terms of the Note and this Annex C of the Twelfth Supplemental Indenture. (e) (i) In the event that Parent or Company elects to: (A) distribute to all or substantially all holders of Common Stock and the Exchange Rate on such Trading Dayrights entitling them to purchase, the Partnership shall promptly so notify the Holdersfor a period expiring within 60 days, the Trustee and the Exchange Agent (if other shares of Common Stock at a price less than the Trustee) in writing.Last Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date of such distribution; or (CB) If distribute to all or substantially all holders of Common Stock, assets or debt securities of the Partnership does notCompany or Parent or rights to purchase the Company’s or Parent’s securities, when it is required to, instruct which distribution has a per share value (as determined by the Bid Solicitation Agent to (or, if Board of Trustees) exceeding 15% of the Partnership is acting as Bid Solicitation Agent, it does not) obtain bids, or if Last Reported Sale Price of the Partnership gives Common Stock on the day immediately preceding the date of declaration of such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Partnership is acting as Bid Solicitation Agent, it fails to make such determination)distribution, then, in either case, Holders may surrender the Trading Price per $1,000 principal amount Notes for exchange at any time on and after the date that Parent provides notice to Holders referred to in the next sentence until the earlier of the Notes close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or the date Parent announces that such distribution will not take place. The Company shall be deemed notify Holders of any distribution referred to be less than 98% in either clause (A) or clause (B) above and of the product of resulting exchange right no later than the Last Reported Sale Price per share of Common Stock and 35th Business Day prior to the Exchange Rate on each Trading Day of Ex-Dividend Date for such failuredistribution.

Exchange Privilege. (a) Subject to the conditions described in clauses (b) through (f) below and to Section 8.11 hereof, and upon compliance with the provisions of this ‎Article 14Article VIII, each a Holder of a Note Notes shall have the right, at such Holder’s option, to exchange all or any portion in (if the portion to be exchanged is $1,000 principal amount or an Authorized Denomination integral multiple thereof) of such Note: (i) subject to satisfaction of the conditions described in ‎Section 14.01(b), Note at any time prior to the close of business on the Business scheduled Trading Day immediately preceding February 1October 15, 2031, 2012 at a rate (the “Exchange Rate”) of 5.4874 shares of Common Stock (subject to adjustment by the Company as provided in Section 8.04) per $1,000 principal amount of Notes (the “Exchange Obligation”) under the circumstances and during the periods set forth below. On and after October 15, 2012, regardless of the conditions described in ‎Section 14.01(b); and clause (iib) on through (f) below, upon compliance with the provisions of this Article VIII and subject to Section 8.11 hereof, a Noteholder shall have the right, at such holder’s option, to exchange all or after February 1, 2031, any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the second Scheduled scheduled Trading Day immediately preceding the Maturity Date; in each case, Date at an initial exchange rate Exchange Rate of 17.9352 5.4874 shares of Common Stock (subject to adjustment by the Company as provided in ‎Section 14.04 and, if applicable, ‎Section 14.03, the “Exchange Rate”Section 8.04) per $1,000 principal amount of Notes (subject to the settlement provisions of ‎Section 14.02, the “Exchange Obligation”)Notes. (b1) (i) Prior A Holder of Notes shall have the right, at such Holder’s option, to the close of business on the Business Day immediately preceding February 1, 2031, a Holder may surrender all or any portion of exchange its Notes in an Authorized Denomination for exchange at any time prior to October 15, 2012, during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below in this subsection ‎(b)‎(i), for each Trading Day day of the such Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of the Common Stock on such date and the Exchange Rate on each such Trading Day. (A) date, all as determined by the Trustee in the manner described in the immediately succeeding paragraph. The Bid Solicitation Agent (if other than the Partnership) Trustee shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless requested by the Partnership has requested such determinationCompany to do so in writing, and the Partnership Company shall have no obligation to make such request (or, if the Partnership is acting as Bid Solicitation Agent, the Partnership shall have no obligation to determine the Trading Price) unless a Holder Noteholder or Noteholders of at least $5,000,000 1,000,000 aggregate principal amount of Notes requests in writing that the Partnership makes such a determination and provides the Partnership Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price per share of Common Stock at such time and the then-applicable Exchange Rate on Rate, at which time the Company shall select three independent nationally recognized securities dealers (each, an “Independent Securities Dealer”), request that the Independent Securities Dealers provide a secondary market quotation for the Notes and provide such Trading Day. At such timedetermination to the Company and the Trustee in writing, and the Partnership Company shall instruct the Bid Solicitation Agent (if other than the Partnership) Independent Securities Dealers to determine, or if the Partnership is acting as Bid Solicitation Agent, the Partnership shall determine, the Trading Price per $1,000 principal amount of provide a secondary market quotation for the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock on such date and the then-applicable Exchange Rate on such Trading Day. (B) Rate. If the Trading Price condition set forth above has been met, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writingNoteholders. If, If at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share on such date and the then-applicable Exchange Rate, the Company shall so notify the Noteholders. (2) Any request by the Company to the Trustee for a determination of the Trading Price and whether the Trading Price condition set forth in the first sentence of the immediately preceding paragraph has been met shall be accompanied by an Officers’ Certificate setting forth, for each day of determination (as identified in such Certificate), the name of the Independent Securities Dealers providing the secondary market bid quotations, a statement certifying that that such dealers are “Independent Securities Dealers” as required in this Section 8.01, the secondary market bid quotations obtained from such Independent Securities Dealers (a copy of which will be attached to such Officers’ Certificate), the Company’s calculation of the Trading Price for such date. The Trustee shall be entitled to conclusively rely, without independent verification, on the quotations provided by the Company in making its determinations hereunder. On the basis of such quotations, the Trustee shall determine the Trading Price of the Notes, and provide such determination to the Company. Absent manifest error, the Trustee’s determination of the Trading Price will be binding on the Company. Unless and until a Responsible Officer of the Trustee shall have received a request from the Company for determination of the Trading Price for the Notes and the Officers’ Certificate contemplated herein, the Trustee shall have no obligation to make any determination of the Trading Price of the Notes or whether the Trading Price condition has been met. (c) A Holder of Notes shall have the right, at such Holder’s option, to exchange Notes during any calendar quarter after the quarter ended June 30, 2011, and only during such calendar quarter, if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter exceeds 130% of the Exchange Price (the “Exchange Trigger Price”) on such last Trading Day, which Exchange Price shall be subject to adjustment in accordance with this Article VIII. The Exchange Agent shall, on the Company’s behalf, determine at the beginning of each calendar quarter whether the Notes are exchangeable as a result of the price of the Common Stock as contemplated in the previous sentence and notify the Company and the Trustee. (d) In the event that the Company has delivered a notice of redemption in accordance with Section 1104 of the Base Indenture and Section 3.03 of this Second Supplemental Indenture to the Holders of Notes, a Holder of Notes may exchange Notes at any time prior to the close of business on the second Business Day immediately preceding the corresponding Redemption Date; provided, however, that a Holder who has already delivered a Fundamental Change Repurchase Notice with respect to a Note may not exchange such Note until the Holder has withdrawn the Fundamental Change Repurchase Notice in accordance with the terms of the Note and this Second Supplemental Indenture. (e) (i) In the event that the Company or Parent elects to: (A) distribute to all or substantially all holders of Common Stock and the Exchange Rate on such Trading Dayrights entitling them to purchase, the Partnership shall promptly so notify the Holdersfor a period expiring within 60 days, the Trustee and the Exchange Agent (if other shares of Common Stock at a price less than the Trustee) in writing.Last Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date of such distribution; or (CB) If distribute to all or substantially all holders of shares of Common Stock assets or debt securities of the Partnership does notCompany or Parent or rights to purchase the Company’s or Parent’s securities, when it is required to, instruct which distribution has a per share value (as determined by the Bid Solicitation Agent to (or, if Board of Directors) exceeding 15% of the Partnership is acting as Bid Solicitation Agent, it does not) obtain bids, or if Last Reported Sale Price of the Partnership gives Common Stock on the day immediately preceding the date of declaration of such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Partnership is acting as Bid Solicitation Agent, it fails to make such determination)distribution, then, in either case, Holders may surrender the Trading Price per $1,000 principal amount Notes for exchange at any time on and after the date that the Company provides notice to Holders referred to in the next sentence until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or the date the Company announces that such distribution will not take place. The Company shall notify Holders of any distribution referred to in either clause (A) or clause (B) above and of the resulting exchange right no later than the 35th Business Day prior to the Ex-Dividend Date for such distribution. (ii) If the Company is a party to any transaction or event that constitutes a Fundamental Change, a Holder may surrender Notes for exchange at any time from and after the 30th scheduled Trading Day prior to the anticipated Effective Date of such transaction or event until the related Fundamental Change Repurchase Date and, upon such surrender, the Holder shall be entitled to the increase in the Exchange Rate, if any, specified in Section 8.01(g). The Company shall give notice to all record Noteholders and the Trustee and issue a press release of the Fundamental Change no later than 30 scheduled Trading Days prior to the anticipated Effective Date of the Fundamental Change. (iii) If Parent is a party to a consolidation, merger, binding share exchange or sale or conveyance of all or substantially all of its properties and assets, in each case pursuant to which the shares of Common Stock would be exchanged into cash, securities and/or other property, then the Holders shall have the right to exchange Notes at any time beginning fifteen calendar days prior to the date announced by the Company as the anticipated effective date of the transaction and until and including the date that is fifteen calendar days after the date that is the effective date of such transaction; provided such transaction does not otherwise constitute a Fundamental Change to which the provisions of Section 8.01(e)(ii) shall apply. The Company shall give notice to all record Noteholders and the Trustee and issue a press release at least 20 calendar days prior to the anticipated effective date of such transaction. If the Board of Directors determines the anticipated effective date of the transaction, such determination shall be conclusive and binding on the Holders. (f) The Notes shall be deemed to be less than 98% of exchangeable at any time beginning on the product of first Business Day after any 30 consecutive Trading Day period during which the Last Reported Sale Price per share of Common Stock and the Exchange Rate is not listed on each Trading Day of such failurea United States national securities exchange.

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this ‎Article Article 14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion in (if the portion to be exchanged is $1,000 principal amount or an Authorized Denomination integral multiple thereof) of such Note: Note (i) subject to satisfaction of the conditions described in ‎Section Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding February 1March 15, 2031, 2026 under the circumstances and during the periods set forth in ‎Section Section 14.01(b); and , and (ii) regardless of the conditions described in Section 14.01(b), on or after February 1March 15, 2031, at any time 2026 and prior to the close of business on the second Scheduled Trading Business Day immediately preceding the Maturity Date; , in each case, at an initial exchange rate of 17.9352 5.8213 shares of Common Stock (subject to adjustment as provided in ‎Section 14.04 and, if applicable, ‎Section 14.03this Article 14, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of ‎Section Section 14.02, the “Exchange Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding February 1March 15, 20312026, a Holder may surrender all or any portion of its Notes in an Authorized Denomination for exchange at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below in this subsection ‎(b)‎(i(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of the Common Stock on each such Trading Day and the Exchange Rate on each such Trading Day. . The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (Ab)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the PartnershipCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Partnership Company has requested such determination, and the Partnership Company shall have no obligation to make such request (or, if the Partnership Company is acting as Bid Solicitation Agent, the Partnership Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $5,000,000 principal amount of Notes requests in writing that the Partnership makes such a determination and provides aggregate provide(s) the Partnership Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price per share of the Common Stock on such Trading Day and the Exchange Rate on such Trading Day. At such time, at which time the Partnership Company shall instruct the Bid Solicitation Agent (if other than the PartnershipCompany) to determine, or if the Partnership Company is acting as Bid Solicitation Agent, the Partnership Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per share $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate on each Trading Day of such Trading Day. (B) failure. If the Trading Price condition set forth above has been met, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of the Common Stock and the Exchange Rate on for such Trading Daydate, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. (C) If writing and thereafter neither the Partnership does not, when it is required to, instruct Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (oror determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i). (ii) If, if the Partnership is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Partnership gives such instruction prior to the Bid Solicitation Agent close of business on the Business Day immediately preceding March 15, 2026, the Parent elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a shareholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Bid Solicitation Agent fails Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to make all or substantially all holders of the Common Stock assets, securities or rights to purchase securities of the Parent (other than in connection with a shareholder rights plan prior to separation of such determination (orrights from the Common Stock), if which distribution has a per share value, as reasonably determined by the Partnership is acting as Bid Solicitation AgentParent in good faith, it fails to make exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such determination)distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee) in writing at least 46 Scheduled Trading Price per $1,000 Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a shareholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for exchange at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Parent’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise exchangeable at such time; provided that Holders may not exchange their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to exchange their Notes as if they held a number of shares of Common Stock equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding March 15, 2026, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Parent is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Parent’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding March 15, 2026, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes shall may be deemed to be less than 98% surrendered for exchange at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the product Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the Business Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding March 15, 2026, a Holder may surrender all or any portion of its Notes for exchange at any time during any calendar quarter commencing after the calendar quarter ending on September 30, 2023 (and only during such calendar quarter), if the Last Reported Sale Price per share of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the Exchange Rate on each last Trading Day of such failurethe immediately preceding calendar quarter is greater than or equal to 130% of the Exchange Price on each applicable Trading Day.

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this ‎Article Article 14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion in an Authorized Denomination of such Note: (i) subject to satisfaction of the conditions described in ‎Section Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding February 1August 15, 2031, 2024 under the circumstances and during the periods set forth in ‎Section Section 14.01(b); and; (ii) on or after February 1August 15, 20312024, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial exchange rate of 17.9352 24.4666 shares of Common Stock (subject to adjustment as provided in ‎Section Section 14.04 and, if applicable, ‎Section 14.03Section 14.03 or Section 16.06, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of ‎Section Section 14.02, the “Exchange Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding February 1August 15, 20312024, a Holder may surrender all or any portion of its Notes in an Authorized Denomination for exchange at any time during the five Business Day period after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below in this subsection ‎(b)‎(i(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on each such Trading Day. (A) The Bid Solicitation Agent (if other than the PartnershipCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Partnership Company has requested such determination, and the Partnership Company shall have no obligation to make such request (or, if the Partnership Company is acting as Bid Solicitation Agent, the Partnership Company shall have no obligation to determine the Trading Price) unless a Holder of at least $5,000,000 1,000,000 principal amount of Notes requests in writing that the Partnership Company makes such a determination and provides the Partnership Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on such Trading Day. At such time, the Partnership Company shall instruct the Bid Solicitation Agent (if other than the PartnershipCompany) to determine, or if the Partnership Company is acting as Bid Solicitation Agent, the Partnership Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on such Trading Day. (B) If the Trading Price condition has been met, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. If, at any time after the Trading Price condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on such Trading Day, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. (C) If the Partnership Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Partnership Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Partnership Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Partnership Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on each Trading Day of such failure.

Exchange Privilege. (a) Subject Holders may not exchange their Notes at any time on or prior to the Distribution Compliance Period End Date. After the Distribution Compliance Period End Date, subject to and upon compliance with the provisions of this ‎Article Article 14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged has an aggregate principal amount of US$200,000 or an integral multiple of US$1,000 in an Authorized Denomination excess thereof) of such Note: Note (i) subject to satisfaction of the conditions described in ‎Section Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding February July 1, 2031, 2023 under the circumstances and during the periods set forth in ‎Section Section 14.01(b); and , and (ii) regardless of the conditions described in Section 14.01(b), on or after February July 1, 2031, at any time 2023 and prior to the close of business on the second Scheduled Trading Business Day immediately preceding the Maturity Date; , in each case, at an initial exchange rate of 17.9352 shares of Common Stock 24.7795 ADSs (subject to adjustment as provided in ‎Section 14.04 and, if applicable, ‎Section 14.03this Article 14, the “Exchange Rate”) per $US$1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of ‎Section Section 14.02, the “Exchange Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding February July 1, 20312023, a Holder may surrender all or any portion of its Notes in an Authorized Denomination for exchange at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $US$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below in this subsection ‎(b)‎(i(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of Common Stock the ADSs on each such Trading Day and the Exchange Rate on each such Trading Day. . The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (Ab)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the PartnershipCompany) shall have no obligation to determine the Trading Price per $US$1,000 principal amount of the Notes unless the Partnership Company has requested such determination, and the Partnership Company shall have no obligation to make such request (or, if the Partnership Company is acting as Bid Solicitation Agent, the Partnership Company shall have no obligation to determine the Trading PricePrice per US$1,000 principal amount of Notes) unless a Holder of at least $5,000,000 principal amount of Notes requests in writing that the Partnership makes such a determination and provides the Partnership Company with reasonable evidence that the Trading Price per $US$1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price per share of Common Stock the ADSs on such Trading Day and the Exchange Rate on such Trading Day. At such time, at which time the Partnership Company shall instruct the Bid Solicitation Agent (if other than the PartnershipCompany) to determine, or if the Partnership Company is acting as Bid Solicitation Agent, the Partnership Company shall determine, the Trading Price per $US$1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $US$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ADSs and the Exchange Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per share US$1,000 principal amount of Common Stock Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per US$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ADSs and the Exchange Rate on each Trading Day of such Trading Day. (B) failure. If the Trading Price condition set forth above has been met, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $US$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock the ADSs and the Exchange Rate on for such date, the Company shall, when such Trading DayPrice is first greater than or equal to such amount, the Partnership shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee) in writing). (C) If the Partnership does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Partnership is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Partnership gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Partnership is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on each Trading Day of such failure.

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this ‎Article Article 14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion in (if the portion to be exchanged is $1,000 principal amount or an Authorized Denomination integral multiple thereof) of such Note: Note (i) subject to satisfaction of the conditions described in ‎Section Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding February August 1, 2031, 2028 under the circumstances and during the periods set forth in ‎Section Section 14.01(b); and , and (ii) regardless of the conditions described in Section 14.01(b), on or after February August 1, 2031, at any time 2028 and prior to the close of business on the second Scheduled Trading Business Day immediately preceding the Maturity Date; , in each case, at an initial exchange rate of 17.9352 34.3053 shares of Common Stock (subject to adjustment as provided in ‎Section 14.04 and, if applicable, ‎Section 14.03this Article 14, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of ‎Section Section 14.02, the “Exchange Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding February August 1, 20312028, a Holder may surrender all or any portion of its Notes in an Authorized Denomination for exchange at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below in this subsection ‎(b)‎(i(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of the Common Stock on each such Trading Day and the Exchange Rate on each such Trading Day. . The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (Ab)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the PartnershipCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Partnership Company has requested such determination, and the Partnership Company shall have no obligation to make such request (or, if the Partnership Company is acting as Bid Solicitation Agent, the Partnership Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $5,000,000 principal amount of Notes requests in writing that the Partnership makes such a determination and provides aggregate provide(s) the Partnership Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price per share of the Common Stock on such Trading Day and the Exchange Rate on such Trading Day. At such time, at which time the Partnership Company shall instruct the Bid Solicitation Agent (if other than the PartnershipCompany) to determine, or if the Partnership Company is acting as Bid Solicitation Agent, the Partnership Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per share $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate on each Trading Day of such Trading Day. (B) failure. If the Trading Price condition set forth above has been met, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of the Common Stock and the Exchange Rate on for such Trading Daydate, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. (C) If writing and thereafter neither the Partnership does not, when it is required to, instruct Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or, if the Partnership is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Partnership gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Partnership is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, determine the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on each Trading Day of such failureas set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i).

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this ‎Article Article 14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion in (if the portion to be exchanged is $1,000 principal amount or an Authorized Denomination integral multiple thereof) of such Note: (i) subject to satisfaction of the conditions described in ‎Section Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding February 1September 15, 2031, 2023 under the circumstances and during the periods set forth in ‎Section Section 14.01(b); and; (ii) on or after February 1September 15, 20312023, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial exchange rate of 17.9352 shares of Common Stock 12.0260 ADSs (subject to adjustment as provided in ‎Section Section 14.04 and, if applicable, ‎Section Section 14.03, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of ‎Section Section 14.02, the “Exchange Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding February 1September 15, 20312023, a Holder may surrender all or any portion of its Notes in (that is $1,000 principal amount or an Authorized Denomination integral multiple thereof) for exchange at any time during the five Business Day period after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below in this subsection ‎(b)‎(i(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of Common Stock the ADSs and the Exchange Rate on each such Trading Day. (A) The Bid Solicitation Agent (if other than the PartnershipCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Partnership Company has requested such determination, and the Partnership Company shall have no obligation to make such request (or, if the Partnership Company is acting as Bid Solicitation Agent, the Partnership Company shall have no obligation to determine the Trading Price) unless a Holder of at least $5,000,000 1,000,000 principal amount of Notes requests in writing that the Partnership Company makes such a determination and provides the Partnership Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price per share of Common Stock the ADSs and the Exchange Rate on such Trading Day. At such time, the Partnership Company shall instruct the Bid Solicitation Agent (if other than the PartnershipCompany) to determine, or if the Partnership Company is acting as Bid Solicitation Agent, the Partnership Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock the ADSs and the Exchange Rate on such Trading Day. (B) If the Trading Price condition has been met, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. If, at any time after the Trading Price condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock the ADSs and the Exchange Rate on such Trading Day, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. (C) If the Partnership Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Partnership Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Partnership Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Partnership Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price per share of Common Stock the ADSs and the Exchange Rate on each Trading Day of such failure.

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this ‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion in (if the portion to be exchanged is $1,000 principal amount or an Authorized Denomination integral multiple thereof) of such Note: Note (i) subject to satisfaction of the conditions described in ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding February March 1, 2031, 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in ‎Section 14.01(b); and (ii) , on or after February March 1, 2031, at any time 2026 and prior to the close of business on the second Scheduled Trading Business Day immediately preceding the Maturity Date; , in each case, at an initial exchange rate of 17.9352 18.2460 shares of Common Stock (subject to adjustment as provided in ‎Section 14.04 and, if applicable, ‎Section 14.03this ‎Article 14, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of ‎Section 14.02, the “Exchange Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding February March 1, 20312026, a Holder may surrender all or any portion of its Notes in an Authorized Denomination for exchange at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below in this subsection ‎(b)‎(i(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of the Common Stock on each such Trading Day and the Exchange Rate on each such Trading Day. . The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (Ab)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the PartnershipCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Partnership Company has requested such determination, and the Partnership Company shall have no obligation to make such request (or, if the Partnership Company is acting as Bid Solicitation Agent, the Partnership Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $5,000,000 principal amount of Notes requests in writing that the Partnership makes such a determination and provides aggregate provide(s) the Partnership Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price per share of the Common Stock on such Trading Day and the Exchange Rate on such Trading Day. At such time, at which time the Partnership Company shall instruct the Bid Solicitation Agent (if other than the PartnershipCompany) to determine, or if the Partnership Company is acting as Bid Solicitation Agent, the Partnership Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per share $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate on each Trading Day of such Trading Day. (B) failure. If the Trading Price condition set forth above has been met, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of the Common Stock and the Exchange Rate on for such Trading Daydate, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. (C) If writing and thereafter neither the Partnership does not, when it is required to, instruct Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (oror determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i). (ii) If, if the Partnership is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Partnership gives such instruction prior to the Bid Solicitation Agent close of business on the Business Day immediately preceding March 1, 2026, the Guarantor elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Bid Solicitation Agent fails Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to make all or substantially all holders of the Common Stock assets, securities or rights to purchase securities of the Guarantor (other than in connection with a stockholder rights plan prior to separation of such determination (orrights from the Common Stock), if which distribution has a per share value, as reasonably determined by the Partnership is acting as Bid Solicitation AgentGuarantor in good faith, it fails to make exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such determination)distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee) in writing at least 26 Scheduled Trading Price per $1,000 Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for exchange at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Guarantor’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise exchangeable at such time; provided that Holders may not exchange their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to exchange their Notes as if they held a number of shares of Common Stock equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding March 1, 2026, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to ‎Section 15.02, or (B) if the Guarantor is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Guarantor’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding March 1, 2026, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for exchange at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the Business Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding March 1, 2026, a Holder may surrender all or any portion of its Notes for exchange at any time during any calendar quarter commencing after the calendar quarter ending on September 30, 2023 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Exchange Price on each applicable Trading Day. Neither the Trustee nor the Exchange Agent (if other than the Trustee) shall have any duty to determine or verify the determination of whether the sale price condition in this section has been met. (v) If the Company calls any Notes for redemption pursuant to ‎Article 16, then a Holder may surrender all or any portion of its Called Notes for exchange at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, even if such Called Notes are not otherwise exchangeable at such time. After that time, the right to exchange such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may exchange all or a portion of its Called Notes until the Redemption Price has been paid or duly provided for. If the Company calls fewer than all of the outstanding Notes for redemption pursuant to ‎Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 24th Scheduled Trading Day immediately preceding the relevant Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, shall be entitled to exchange such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, shall be entitled to exchange such Note or beneficial interest, as applicable, until the Redemption Price has been paid or duly provided for, and each such exchange shall be deemed to be less of a Note called for redemption, and such Note or beneficial interest shall be deemed called for redemption solely for the purposes of such exchange (“Deemed Redemption”). If a Holder elects to exchange Called Notes during the related Redemption Period, the Company shall, under certain circumstances, increase the Exchange Rate for such Called Notes pursuant to ‎‎Section 14.03. Accordingly, if the Company calls fewer than 98% all of the product outstanding Notes for redemption pursuant to ‎‎Article 16, Holders of the Last Reported Sale Price per share of Common Stock Notes that are not Called Notes will not be entitled to exchange such Notes pursuant to this ‎‎Section 14.01(b)(v) and will not be entitled to an increase in the Exchange Rate on each Trading Day account of the Notice of Redemption for exchanges of such failureNotes during the related Redemption Period if such Notes are otherwise exchangeable pursuant to any other provision of this ‎Section 14.01. (c) Notwithstanding any other provision of the Notes or this Indenture, no Holder of Notes shall be entitled to receive shares of Common Stock upon exchange of such Notes to the extent (but only to the extent) that such receipt would cause a violation of the Ownership Limitations. Any purported delivery of shares of Common Stock upon exchange of Notes shall be void and have no effect to the extent (but only to the extent) that such delivery would result in a violation of the Ownership Limitations. If any delivery of shares of Common Stock owed to a Holder upon exchange of Notes is not made, in whole or in part, as a result of the limitations described in this paragraph, the Company’s obligation to make such delivery shall not be extinguished, and the Company shall deliver such shares as promptly as practicable after the applicable Holder gives notice to the Company and the Company determines that such delivery would not result in a violation of the Ownership Limitations.

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this ‎Article 14Article 10, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion in (if the portion to be exchanged is $1,000 Principal amount or an Authorized Denomination integral multiple thereof) of such Note: Note (i) subject to satisfaction of the conditions described in ‎Section 14.01(bSection 10.01(b), at any time prior to the close of business on the Business Day immediately preceding February 1August 15, 2031, 2019 under the circumstances and during the periods set forth in ‎Section 14.01(bSection 10.01(b); and , and (ii) on or after February 1irrespective of the conditions described in Section 10.01(b), 2031during the period from, at any time prior and including, August 15, 2019 to the close of business on the second Scheduled Trading Business Day immediately preceding the Maturity Date; , in each case, at an initial exchange rate of 17.9352 185.1852 shares of Common Stock (subject to adjustment as provided in ‎Section 14.04 and, if applicable, ‎Section 14.03this Article 10, the “Exchange Rate”) per $1,000 principal Principal amount of Notes (subject to the settlement provisions of ‎Section 14.02Section 10.02, the “Exchange Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding February 1August 15, 20312019, a Holder the Notes may surrender all or any portion of its Notes in an Authorized Denomination be surrendered for exchange at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal Principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below in this subsection ‎(b)‎(i(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of the Common Stock and the Exchange Rate on each such Trading Day. . The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (Ab)(i) and the definition of Trading Price set forth in the Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the PartnershipCompany) shall have no obligation to determine the Trading Price per $1,000 principal Principal amount of the Notes unless the Partnership Company has requested such determination, and the Partnership Company shall have no obligation to make such request (or, if the Partnership Company is acting as Bid Solicitation Agent, the Partnership Company shall have no obligation to determine the Trading Price) unless a Holder of at least $5,000,000 principal amount of Notes requests in writing that the Partnership makes such a determination and provides the Partnership Company with reasonable evidence that the Trading Price per $1,000 principal Principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price per share of the Common Stock and the Exchange Rate on such Trading Day. At such timeRate, at which time the Partnership Company shall instruct the Bid Solicitation Agent (if other than the PartnershipCompany) to determine, or if the Partnership Company is acting as Bid Solicitation Agent, the Partnership Company shall determine, the Trading Price per $1,000 principal Principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal Principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per share $1,000 Principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 Principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate on each Trading Day of such Trading Day. (B) failure. If the Trading Price condition set forth above has been met, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal Principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of the Common Stock and the applicable Exchange Rate on such Trading DayRate, the Partnership Company shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee) in writing). (C) If the Partnership does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Partnership is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Partnership gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Partnership is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on each Trading Day of such failure.

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this ‎Article Article 14, each Holder of a Note shall have the right, at such Holder’s option, to exchange solely into cash all or any portion in (if the portion to be exchanged is $1,000 principal amount or an Authorized Denomination integral multiple thereof) of such Note: Note (i) subject to satisfaction of the conditions described in ‎Section Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding February 1September 15, 2031, 2025 under the circumstances and during the periods set forth in ‎Section Section 14.01(b); and , and (ii) on or after February 1, 2031regardless of the conditions described in Section 14.01(b), at any time on or after September 15, 2025 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial exchange rate of 17.9352 shares of Common Stock 16.3980 Ordinary Shares (subject to adjustment as provided in ‎Section 14.04 and, if applicable, ‎Section 14.03this Article 14, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of ‎Section Section 14.02, ) (the “Exchange Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding February 1September 15, 20312025, a Holder may surrender all or any portion of its Notes in an Authorized Denomination for exchange at any time during the five Business Day period after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below in this subsection ‎(b)‎(i(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of Common Stock the Ordinary Shares and the Exchange Rate on each such Trading Day. Day and the Exchange Rate on each such Trading Day (Athe “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the PartnershipCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes solicit bids as described above unless the Partnership Company has requested such determinationsolicitation in writing, and the Partnership Company shall have no obligation to make such request (or, if the Partnership Company is acting as Bid Solicitation Agent, the Partnership Company shall have no obligation to determine the Trading Pricesolicit such bids) unless a Holder one or more Holders of at least $5,000,000 2,000,000 in aggregate principal amount of Notes requests in writing that the Partnership makes such a determination and provides the Partnership with Company reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price per share of Common Stock the Ordinary Shares on such Trading Day and the Exchange Rate on such Trading Day. At such time, at which time the Partnership Company shall instruct the Bid Solicitation Agent (if other than the PartnershipCompany) to determinesolicit, or if the Partnership Company is acting as Bid Solicitation Agent, the Partnership Company shall determine, the Trading Price per $1,000 principal amount of the Notes solicit such bids beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the Exchange Rate. The Company will determine the Trading Price in accordance with the bids solicited by the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to solicit bids, or the Company gives such instruction to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to make such solicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such solicitation when obligated as provided in the preceding sentence, then, in either case, the Trading Price per share $1,000 principal amount of Common Stock Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the Exchange Rate on each Trading Day of such Trading Day. (B) failure. If the Trading Price condition Condition has been metmet on any Trading Day, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writingwriting or within one Business Day of such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock the Ordinary Shares and the Exchange Rate on for such Trading Day, the Partnership Company shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee) in writing. (C) If writing that the Partnership does notTrading Price condition is no longer met, when it is required to, instruct and thereafter neither the Company nor the Bid Solicitation Agent to (or, if other than the Partnership is acting as Bid Solicitation Agent, it does notCompany) obtain bids, or if the Partnership gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Partnership is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed required to be less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on each Trading Day of such failuresolicit bids again until another qualifying request is made as described above.

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this ‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion in (if the portion to be exchanged is $1,000 principal amount or an Authorized Denomination integral multiple thereof) of such Note: Note (i) subject to satisfaction of the conditions described in ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding February 115, 2031, 2028 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in ‎Section 14.01(b); and (ii) , on or after February 115, 2031, at any time 2028 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial exchange rate of 17.9352 shares 117.6471 Units of Common Stock Reference Property (subject to adjustment as provided in ‎Section 14.04 and, if applicable, ‎Section 14.03this ‎Article 14, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of ‎Section 14.02, the “Exchange Obligation”). The Trustee, the Paying Agent, the Exchange Agent, the Note Registrar and the Collateral Agent shall have no obligation to make any determination in connection with the foregoing, including any determination as to whether any of the conditions described in ‎Section 14.01(b) have been satisfied. (b) (i) Prior to the close of business on the Business Day immediately preceding February 115, 20312028, a Holder may surrender all or any portion of its Notes in an Authorized Denomination for exchange at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder or Holders of Notes in accordance with the procedures and conditions described below in this subsection ‎(b)‎(i(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per share Value of Common Stock a Unit of Reference Property on each such Trading Day and the Exchange Rate on each such Trading Day. . The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (Ab)(i) and the definition of Trading Price set forth in this Indenture. The Bid Solicitation Agent (if other than the PartnershipCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Partnership Company has requested such determination, and the Partnership Company shall have no obligation to make such request (or, if the Partnership Company is acting as Bid Solicitation Agent, the Partnership Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $5,000,000 aggregate principal amount of Notes requests in writing that the Partnership makes such a determination and provides the Partnership Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price per share Value of Common Stock a Unit of Reference Property on such Trading Day and the Exchange Rate on such Trading Day. At such time, at which time the Partnership Company shall instruct three independent nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent (if other than the PartnershipCompany) to determine, or if the Partnership Company is acting as Bid Solicitation Agent, the Partnership Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Value of a Unit of Reference Property and the Exchange Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per share $1,000 principal amount of Common Stock Notes when obligated as provided in the preceding sentence, or the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Value of a Unit of Reference Property and the Exchange Rate on each Trading Day of such Trading Day. (B) failure. If the Trading Price condition set forth above has been met, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share Value of Common Stock a Unit of Reference Property and the Exchange Rate on for such Trading Daydate, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. (C) If writing and thereafter neither the Partnership does not, when it is required to, instruct Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding February 15, 2028, Aurora (or, if the Partnership is acting as Bid Solicitation Agenta Unit of Reference Property includes, it does notin whole or in part, other shares of Common Equity or American depositary receipts (or other interests) obtain bidsin respect thereof (in addition to, or if in lieu of, Aurora Common Stock), the Partnership gives issuer of such instruction other securities) elects to: (A) distribute to all or substantially all holders of Aurora Common Stock or such other securities, as the case may be, any rights, options or warrants (other than in connection with a stockholder rights plan prior to the Bid Solicitation separation of such rights from Aurora Common Stock or such other securities, as the case may be) entitling them, at any time on or prior to the Maturity Date, to subscribe for or purchase shares of Aurora Common Stock or such other securities at a price per share or per security that is less than the average of the Last Reported Sale Prices of Aurora Common Stock or such other securities, as the case may be, for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of Aurora Common Stock or such other securities, as the case may be, Aurora’s or such other issuer’s assets, securities or rights to purchase Aurora’s or such other issuer’s securities (other than in connection with a stockholder rights plan prior to separation of such rights from Aurora Common Stock or such other securities, as the case may be), which distribution has a Fair Market Value per share or per security, as reasonably determined by the Calculation Agent in good faith and in a commercially reasonable manner, exceeding 10% of the Bid Solicitation Agent fails to make Value of a Unit of Reference Property on the Trading Day preceding the date of announcement for such determination (or, if the Partnership is acting as Bid Solicitation Agent, it fails to make such determination)distribution, then, in either case, the Company shall notify all Holders, the Trustee, the Exchange Agent (if other than the Trustee) and the Calculation Agent as soon as reasonably practicable after such distribution is publicly announced (or, in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the announcement that such separation or triggering event has occurred or will occur), but in no event later than five Business Days after the date of such public announcement; provided that if the Company sends such notice less than 50 Scheduled Trading Price per $1,000 principal amount Days prior to the Ex-Dividend Date for such distribution and the Share Delivery Conditions are satisfied as of the date of such notice, subject to the immediately following proviso, except for exchanges of Called Notes during a Redemption Period and exchanges of Notes on or after February 15, 2028 (for which our prior Settlement Method election made pursuant to Section 14.02(a)(iii) shall control and govern), the Company shall be deemed to have elected to settle, and the Company shall be required to settle, all exchanges of Notes with an Exchange Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the relevant issuer announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice; provided, further, however, that if the Share Delivery Conditions are no longer satisfied as of the date on which the Company is required to settle its Exchange Obligation with respect to any such exchange, the Company shall be deemed to have elected to settle, and the Company shall be required to settle, any such exchanges by Cash Settlement, notwithstanding its previous election (or deemed election) of Physical Settlement pursuant to the immediately preceding proviso. Once the Company has given such notice, Holders may surrender all or any portion of their Notes for exchange at any time until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and the relevant issuer’s announcement that such distribution will not take place, even if the Notes are not otherwise exchangeable at such time. For the purpose of this subsection (b)(ii), in determining whether any rights, options or warrants entitle the holders of Aurora Common Stock or other securities, as the case may be, then comprising Reference Property to subscribe for or purchase shares of Aurora Common Stock or such other securities at a price per share or per security that is less than 98% of the product such average of the Last Reported Sale Price per share Prices of Aurora Common Stock or such other securities, as the case may be, for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution, there shall be taken into account the Fair Market Value of any consideration received by Aurora or the issuer of such other securities, as the case may be, for such rights, options or warrants and any amount payable on exercise or exchange thereof, such Fair Market Value to be determined by the Calculation Agent in good faith and in a commercially reasonable manner. (iii) If (i) a transaction or event that constitutes a Fundamental Change occurs prior to the close of business on the Business Day immediately preceding February 15, 2028, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to ‎Section 15.02 or (ii) if Aurora (or any issuer of Common Equity comprising the Reference Property issued as consideration for Aurora Common Stock (or other Common Equity comprising the Reference Property following a Share Exchange Event) pursuant to a prior Share Exchange Event) is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing Aurora’s (or such issuer’s) jurisdiction of organization that (x) does not constitute an Aurora Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Aurora Common Stock (or such issuer’s Common Equity) solely into shares of common stock of the surviving entity and such shares of common stock are included in the Reference Property for the Notes in lieu of Aurora Common Stock (or such issuer’s Common Equity)) that occurs prior to the close of business on the Business Day immediately preceding February 15, 2028 (each such Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for exchange at any time from or after the effective date for such Corporate Event until the earlier of (x) (I) in the case of a Corporate Event described in clause (i) above (other than an Aurora Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date or (II) in the case of a Corporate Event described in clause (ii) above that does not constitute a Fundamental Change or a Corporate Event that is an Aurora Exempted Fundamental Change, 35 Trading Days after the effective date of such Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee, the Exchange Agent (if other than the Trustee) and the Calculation Agent in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than five Business Days after (x) the effective date of such Corporate Event (in the case of a Share Ownership Event or an Uber Fundamental Change) or (y) the public announcement of the effective date of such Corporate Event (in the case of any other Corporate Event). (iv) Prior to the close of business on the Business Day immediately preceding February 15, 2028, a Holder may surrender all or any portion of its Notes for exchange at any time during any calendar quarter commencing after the calendar quarter ending on September 30, 2025 (and only during such calendar quarter), if the Value of a Unit of Reference Property for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Exchange Price in effect on each applicable Trading Day. (v) If the Company calls any Notes for Optional Redemption pursuant to ‎Article 16, then a Holder may surrender all or any portion of its Called Notes for exchange at any time from, and including, the date of issuance of the Notice of Redemption with respect to such Called Notes until the close of business on the second Scheduled Trading Day immediately preceding the applicable Redemption Date unless the Company fails to pay the Redemption Price (in which case a Holder of Called Notes may exchange all or a portion of its Called Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for) (such period, a “Redemption Period”). If the Company elects to redeem fewer than all of the outstanding Notes pursuant to ‎Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 44th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by ‎‎Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 nor more than 65 Business Days prior to the related Redemption Date, then prior to close of business on the 14th Business Day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption (and, as a result thereof, exchangeable in accordance with this ‎‎Section 14.01(b)(v)), then such Holder or owner, as applicable, will be entitled to exchange such Note or beneficial interest, as applicable, at any time during the related Redemption Period, and each such exchange will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such exchange (“Deemed Redemption”). If a Holder elects to exchange Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Exchange Rate for such Called Notes pursuant to ‎‎Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to ‎‎Article 16, Holders of the Notes that are not Called Notes shall not be entitled to exchange such Notes pursuant to this ‎‎Section 14.01(b)(v) and shall not be entitled to an increase in the Exchange Rate on each Trading Day of such failure.account of

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this ‎Article Article 14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion in an Authorized Denomination of such Note: (i) subject to satisfaction of the conditions described in ‎Section Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding February 1September 15, 2031, 2027 under the circumstances and during the periods set forth in ‎Section Section 14.01(b); and; (ii) on or after February 1September 15, 20312027, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial exchange rate of 17.9352 232.5581 shares of Common Stock (subject to adjustment as provided in ‎Section Section 14.04 and, if applicable, ‎Section 14.03Section 14.03 or Section 16.06, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of ‎Section Section 14.02, the “Exchange Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding February 1September 15, 20312027, a Holder may surrender all or any portion of its Notes in an Authorized Denomination for exchange at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below in this subsection ‎(b)‎(i(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of Common Stock on each such Trading Day and the Exchange Rate on each such Trading DayDay (the “Trading Price Condition”). (A) The Bid Solicitation Agent (if other than the PartnershipCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Partnership Company has requested such determination, and the Partnership Company shall have no obligation to make such request (or, if the Partnership Company is acting as Bid Solicitation Agent, the Partnership Company shall have no obligation to determine the Trading Price) unless a Holder of at least $5,000,000 principal amount of Notes requests in writing that the Partnership makes such a determination and Note provides the Partnership Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on such Trading Day. At such time, the Partnership Company shall instruct the Bid Solicitation Agent (if other than the PartnershipCompany) to determine, or if the Partnership Company is acting as Bid Solicitation Agent, the Partnership Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on such Trading Day. (B) If the Trading Price condition Condition has been met, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. If, at any time after the Trading Price condition Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on such Trading Day, the Partnership Company shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. (C) If the Partnership Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Partnership Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Partnership Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Partnership Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on each Trading Day of such failure.

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this ‎Article 14Article IX, each Holder of a Note shall will have the right, at such Holder’s option, to exchange all or any portion (if the portion to be exchanged is in an Authorized Denomination Denomination) of such Note: Note (i) subject to satisfaction of the conditions described provided in ‎Section 14.01(bSection 9.01(b), at any time prior to the close of business on the Business Day immediately preceding February March 1, 20312023, under the circumstances and during the periods set forth in ‎Section 14.01(bSection 9.01(b); and , and (ii) irrespective of the conditions provided in Section 9.01(b), on or after February March 1, 20312023, at any time and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at based on an initial exchange rate Exchange Rate of 17.9352 22.4090 shares of Common Stock (subject to adjustment as provided in ‎Section 14.04 and, if applicable, ‎Section 14.03Section 9.04, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of ‎Section 14.02Section 9.02, the “Exchange Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding February March 1, 20312023, a Holder the Notes may surrender all or any portion of its Notes in an Authorized Denomination be surrendered for exchange at any time during the five Business Business-Day period immediately after any ten consecutive Trading Trading-Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below in this subsection ‎(b)‎(i(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of the Common Stock and the Exchange Rate on each such Trading Day. . The Trading Prices will be determined by the Bid Solicitation Agent pursuant to this subsection (Ab)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Company will provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the PartnershipCompany) shall will have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Partnership Company has requested such determinationdetermination in writing, and the Partnership shall Company will have no obligation to make such request (or, if the Partnership Company is acting as Bid Solicitation Agent, the Partnership shall Company will have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes requests in writing that the Partnership makes such a determination and provides the Partnership Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price per share of the Common Stock and the Exchange Rate on such Trading Day. At such timeRate, at which time the Partnership shall Company will instruct the Bid Solicitation Agent (if other than the PartnershipCompany) to determine, or if the Partnership Company is acting as Bid Solicitation Agent, the Partnership shall Company will determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per share $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Exchange Rate on each Trading Day of such Trading Day. (B) failure. If the Trading Price condition set forth above has been met, the Partnership shall promptly Company will so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of the Common Stock and the applicable Exchange Rate on such Trading DayRate, the Partnership shall promptly Company will so notify the HoldersHolders of the Notes, the Trustee and the Exchange Agent (if other than the Trustee) in writing. (C) If the Partnership does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Partnership is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Partnership gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Partnership is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on each Trading Day of such failure.

Exchange Privilege. (a) Subject to and upon compliance with the provisions of this ‎Article Article 14, each Holder of a Note shall have the right, at such Holder’s option, to exchange all or any portion in an Authorized Denomination of such Note: (i) subject to satisfaction of the conditions described in ‎Section Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding February 1April 15, 2031, 2028 under the circumstances and during the periods set forth in ‎Section Section 14.01(b); and; (ii) on or after February 1April 15, 20312028, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial exchange rate of 17.9352 36.8494 shares of Common Stock (subject to adjustment as provided in ‎Section Section 14.04 and, if applicable, ‎Section 14.03Section 14.03 or Section 16.06, the “Exchange Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of ‎Section Section 14.02, the “Exchange Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding February 1April 15, 20312028, a Holder may surrender all or any portion of its Notes in an Authorized Denomination for exchange at any time during the five Business Day period after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below in this subsection ‎(b)‎(i(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on each such Trading Day. (A) The Bid Solicitation Agent (if other than the PartnershipCompanies) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Partnership has Companies have requested such determination, and the Partnership Companies shall have no obligation to make such request (or, if the Partnership is Companies are acting as Bid Solicitation Agent, the Partnership Companies shall have no obligation to determine the Trading Price) unless a Holder of at least $5,000,000 1,000,000 principal amount of Notes requests in writing that the Partnership makes Companies make such a determination and provides provide the Partnership Companies with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on such Trading Day. At such time, the Partnership Companies shall instruct the Bid Solicitation Agent (if other than the PartnershipCompanies) to determine, or if the Partnership is Companies are acting as Bid Solicitation Agent, the Partnership Companies shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on such Trading Day. (B) If the Trading Price condition has been met, the Partnership Companies shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. If, at any time after the Trading Price condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on such Trading Day, the Partnership Companies shall promptly so notify the Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing. (C) If the Partnership does Companies do not, when it is they are required to, instruct the Bid Solicitation Agent to (or, if the Partnership is Companies are acting as Bid Solicitation Agent, it does they do not) obtain bids, or if the Partnership gives Companies give such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Partnership is Companies are acting as Bid Solicitation Agent, it fails they fail to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate on each Trading Day of such failure.